Appendix 5), Each Member Member Each (Paragraph5), 2, Appendix Company the If to Theelected Ofboard Directors of Thefor Company the with 422Order No

ROSSETI ANNUAL REPORT 2013

09130 APPENDICES MAJOR RUSSIAN GRIDS IN OUR BUSINESS OUR CAPITAL MANAGEMENT REPORT WITH CORPORATE OUR SUSTAINED SHAREHOLDERS’ APPENDICES INDICATORS ENERGY INDUSTRY INVESTMENT FINANCIAL OVERVIEW GOVERNANCE DEVELOPMENT INFORMATION

CONTENT

9.1. Information about shares held by the Company in subsidiaries 132 9.2. List of Corporate Local Regulatory Documents 136 9.3. List of offices 139 9.4. Consolidated IFRS financial statement 168 9.5. Related party transactions and major transaction of the Company 239 9.6. Information on Significant Capital Investment Projects 256 9.7. Information Concerning Compliance by the Company with the Corporate Governance Code 263 9.8. Instructions issued by the Government, the Government Executive Office, and the Ministry of Energy of the Russian Federation 288 9.9. Minutes of the meeting Board of Directors and Issues considered by Committees of the Board of Directors of the Company 299 9.10. Contact Information 596 9.11. Glossary 604 Report of the Internal Audit Commission 608 131 ROSSETI ANNUAL REPORT 2013

9.1. Information about shares held by the Company in subsidiaries

Information About Shares Held by JSC Russian Grids in Subsidiaries and Dependent Companies as of December 31, 2013

JSC Russian Grids’ JSC Russian Joint-Stock Company Name Share in Authorized Grids’ Share in ITEM Capital, % Votes, %

TRANSMISSION GRID COMPANIES

1 Federal Grid Company of Unified Energy system, 80,60%* 80,60%* Joint Stock Company

INTERREGIONAL GRID COMPANIES

2 Joint Stock Company Tyumenenergo 100.00% 100.00%

3 Interregional Distribution Grid Company of Volga, 132 67.63% 67.63% Joint Stock Company

4 Interregional Distribution Grid Company of 92.00% 92.00% Northern Caucasus, Joint-Stock Company

5 Interregional Distribution Grid Company of North- 55.38% 55.38% West, Joint Stock Company

6 Interregional Distribution Grid Company of 55.59% 55.59% Siberia, Joint Stock Company

7 Interregional Distribution Grid Company of South, 51.66% 51.66% Joint Stock Company

8 Interregional Distribution Grid Company of Urals, 51.52% 51.52% Joint Stock Company

9 Joint-Stock Company Moscow United Electric 50.90% 50.90% Grid Company

10 Interregional Distribution Grid Company of Center 50.40% 50.40% and Volga Region, Joint Stock Company

11 JOINT-STOCK COMPANY LENENERGO 49.36%* 53.41%*

12 Interregional Distribution Grid Company of Centre, 50.23% 50.23% Joint-Stock Company

DISTRIBUTION GRID COMPANIES

MAJOR RUSSIAN GRIDS IN OUR BUSINESS OUR CAPITAL MANAGEMENT REPORT WITH CORPORATE OUR SUSTAINED SHAREHOLDERS’ APPENDICES INDICATORS ENERGY INDUSTRY INVESTMENT FINANCIAL OVERVIEW GOVERNANCE DEVELOPMENT INFORMATION

13 Yantarenergo Joint-Stock Company for Energy and 100.00% 100.00% Electrification

14 Joint-Stock Company Tomsk Distribution 85.77% 85.77% Company

15 Chechenenergo Open Joint-Stock Company 51.00%* 51.00%*

16 Kuban Power and Electrification Open Joint Stock 92.24% 92.24% Company

17 Joint Stock Company NURENERGO 23.00% 23.00%

REGIONAL SALES COMPANIES

18 Joint-Stock Company Karachaevo- 100.00% 100.00% Cherkesskenergo

19 Kalmenergosbyt Open Joint-Stock Company 100.00% 100.00%

20 Tyvaenergosbyt Open Joint-Stock Company 100.00% 100.00%

21 Kabardino-Balkarian Open Joint-Stock Company 65.27% 65.27% for Energy and Electrification

22 Dagestan Power Sales Company Open Joint-Stock 133 51.00% 51.00% Company

23 Sevkavkazenergo Energy and Electrification 49.00% 49.00% Company, Joint-Stock Company

24 Ingushenergo Open Joint-Stock Company for 49.00% 49.00% Energy and Electrification

R&D AND DESIGN COMPANIES

25 Research Engineering Center of Interregional Distribution Grid Companies Open Joint-Stock 100.00% 100.00% Company

26 Joint-Stock Company Association 100.00% 100.00% VNIPIENERGOPROM

27 Special Design Bureau of Heat Power Engineering 100.00% 100.00% Equipment VTI Open Joint-Stock Company

28 Joint-Stock Company G. M. Krzhizhanovsky 31.34% 31.34% Power Engineering Institute

ROSSETI ANNUAL REPORT 2013

29 Urals Power Engineering Company Joint-Stock Company – URALVNIPIENERGOPROM, Uralselenergoproekt, UralTEP, UralORGRES, 25.00% 25.00% UralVTI, Uralenergosetproekt, Chelyabenergosetproekt

30 Joint Stock Company North-West Power 25.00% 25.00% Engineering Center

31 Joint-Stock Company Volga Power Engineering 25.00% 25.00% Center

32 Joint-Stock Company South Center of Power 25.00% 25.00% Engineering

CONSTRUCTION, PROCUREMENT, AND SERVICE ORGANIZATIONS

33 Opened Joint Stock Company Power Grid Optical 100.00% 100.00% Networks Engineering

34 VNIPIENERGOPROM Real Estate Open Joint- 100.00% 100.00% Stock Company 134 35 Engineering Center UES Real Estate Open Joint- 100.00% 100.00% Stock Company

36 North-West Power Engineering Center Real Estate 100.00% 100.00% Open Joint-Stock Company

37 Volga Power Engineering Center Real Estate Open 100.00% 100.00% Joint-Stock Company

38 South Center of Power Engineering Real Estate 100.00% 100.00% Open Joint-Stock Company

39 Urals Power Engineering Company Real Estate 100.00% 100.00% Open Joint-Stock Company

40 Siberian Energy Scientific and Technical Center 100.00% 100.00% Real Estate Open Joint-Stock Company

41 JOINT STOCK COMPANY NORTH-WEST 49.00% 49.00% ENERGY MANAGING COMPANY

42 Grozenergo Open Joint-Stock Company for Energy 49.00% 49.00% and Electrification of the Chechen Republic

43 IT Energy Service Limited Liability Company 19.99%

44 Joint-Stock Company 9.51% 9.51% ZARUBEZHENERGOSTROY

*Stake does not include actually placed shares of current issue.

135

ROSSETI ANNUAL REPORT 2013

9.2 9.2.List List of of Corporate Corporate Local Regulatory Local D Regulatoryocuments Documents

Title Basic Provisions

Regulations for the Preparation and Holding The Regulations define the procedure for convening, Procedure for the General Meeting of preparing, and holding the General Meeting of Shareholders of the Company (approved by Shareholders of the Company and for summarizing its the AGM1 of the Company on June 22, results. 2011)

Regulations for the Convening and Holding Procedure for Meetings of the Board of The Regulations set forth the functions of the Directors of the Company (approved by the Company’s Board of Directors. AGM of the Company on June 22, 2011)

Regulations for Remuneration and The Regulations define the criteria and payment Compensation for Members of the Board of procedure of remuneration for members of the Directors of the Company (approved by the Company’s Board of Directors. AGM of the Company on June 23, 2010)

Regulations for the Internal Audit Commission of the Company (approved by The Regulations set forth the functions of the the EGM2 of the Company on December 30, Company’s Internal Audit Commission. 2008) 136 Regulations for Remuneration and Compensation for Members of the Internal The Regulations define the criteria and payment Audit Commission of the Company procedure of remuneration for members of the (approved by the EGM of the Company on Company’s Internal Audit Commission. December 30, 2008)

The Regulations set forth the time and procedure for Regulations for the Management Board of convening and holding meetings of the Management the Company (approved by the EGM of the Board, the quorum at such meetings, and the procedure Company on December 30, 2008) for adopting the Management Board’s decisions.

Regulations for the Valuation Committee of the Board of Directors of the Company The Regulations define the status and functions of the (approved by the Board of Directors of the Valuation Committee. Company on October 21, 2013; Minutes No. 137)

Regulations for the Audit Committee of the Board of Directors of the Company The Regulations define the status and functions of the (approved by the Board of Directors of the Audit Committee. Company on October 21, 2013; Minutes No. 137)

1 Annual General Meeting of Shareholders. 2 Extraordinary General Meeting of Shareholders.

Regulations for the Nomination and Remuneration Committee of the Board of The Regulations define the status and functions of the Directors of the Company (approved by the Nomination and Remuneration Committee. Board of Directors of the Company on October 21, 2013; Minutes No. 137)

Regulations for the Strategy Committee of the Board of Directors of the Company The Regulations define the status and functions of the (approved by the Board of Directors of the Strategy Committee. Company on October 21, 2013; Minutes No. 137)

Regulations for the Investment, Тechnical Policy, Reliability, Energy Efficiency, and The Regulations define the status and functions of the Innovation Committee of the Board of Investment, Тechnical Policy, Reliability, Energy Directors of the Company (approved by the Efficiency, and Innovation Committee. Board of Directors of the Company on October 21, 2013; Minutes No. 137)

Regulations for the Society, Customer, and Government Relations and Information The Regulations define the status and functions of the Policy Committee of the Board of Directors Society, Customer, and Government Relations and of the Company (approved by the Board of Information Policy Committee. Directors of the Company on October 21, 2013; Minutes No. 137)

Regulations for Providing Information for The Regulations set forth the procedure for considering 137 Members of the Board of Directors of the and dealing with requests for information submitted by Company (approved by the Board of members of the Company’s Board of Directors as part Directors of the Company on December 29, of their exercise of their rights to receive information 2011; Minutes No. 72) concerning the Company’s activities.

The Policy defines the fundamental principles of Risk Management Policy of the Company organization, implementation and control of risk (approved by the Board of Directors of the management processes of the Company as part of the Company on March 29, 2010; Minutes No. Concept of Developing and Improving the Internal 30) Control and Audit System and the Risk Management System of the Company.

Internal Control Policy of the Company The Policy defines the binding fundamental principles (approved by the Board of Directors of the for organizing the internal control system and forming Company on December 29, 2011; Minutes a common approach to implementing internal control No. 72) processes within the Company.

The Regulations set forth the requirements applicable to persons entitled to access insider information, the Regulations for Insider Information of the notification procedure for their transactions related to Company (approved by the Board of securities of the Company and its subsidiaries and Directors of the Company on December 29, dependent companies, and the procedure for disclosing 2012; Minutes No. 103) information about transactions of persons entitled to access insider information.

Procedure for Interaction of the Company The Procedure governs the exercise by the Company of

ROSSETI ANNUAL REPORT 2013

with the Economic Entities Whose Shares the rights of a shareholder in relation to its subsidiaries (Equities) Are Owned by the Company and dependent companies, which rights are attached to (approved by the Board of Directors of the shares, in order to ensure that Company Company on April 22, 2011; Minutes No. Representatives act effectively in management and 57, in accordance with the amendments control bodies of SDCs. The Procedure describes approved by the Board of Directors of the general conditions for corporate interaction of the Company on May 28, 2012; Minutes No. Company with SDCs in the areas defined in the 83) Procedure, including corporate planning, the organization and control of corporate action when management bodies of SDCs consider the issues with respect to which, in accordance with the Articles of Association of the Company, the Company’s (Company Representatives’) position shall be defined. The Regulations defines the fundamental principles of Information Policy of the Company, the rules and Regulations for Disclosing Material approaches applicable to the Company’s disclosure of Information of the Company Under information; and a list of information and documents Shareholder Laws and Securities Market that should be disclosed to shareholders, investors, Laws (Information Policy) (approved by the creditors, professional participants in the securities Board of Directors of the Company on market, governmental authorities, and other February 13, 2014 №143) stakeholders and that set forth the procedure and deadlines for the disclosure and submission of such 138 information. Regulations for Dividend Policy of the The Regulations outline the basic principles of the Company (approved by the Board of Company’s dividend policy and disclose the procedure, Directors of the Company on September 8, period, and other terms and conditions for the payment 2010; Minutes No. 43) of dividends on the Company’s shares.

The Code describes the Company’s principles of corporate governance, the structure of the Company’s Corporate Governance Code of the management and control bodies and the principles of company (approved by the Board of their interaction, the mechanism for the exercise by Directors of the Company on November 30, shareholders of their rights, and the principles of the 2012; Minutes No. 101) Company’s interaction with subsidiaries and dependent companies.

The Code encourages stable development of corporate The Code of Corporate Ethics of the culture and system of corporate values of the Company (approved by the Board of Company, accords with the highest standards of Directors of the Company on November 30, business conduct and rejects corruption of any kind in 2012; Minutes No. 101) the exercise of its operating, investing and other activities.

The Regulations govern remuneration for the Regulations for Financial Incentives for Company’s executives and the improvement of their Senior Managers of the Company (approved motivation to effectively manage financial, economic, by the Board of Directors of the Company and production activities of the Company and on November 19, 2009; Minutes No. 26) subsidiaries and dependent companies.

09 49 2) 22) 22) - - - Telephone 56 - 49 - (Area Code) (Area (391 598 054 598 193 (390 59 411 43 445 (394 3 - (39151) 4 -

House 46 165 34A 14

Street Address prospekt Svobodny ul. Pushkina ul. Kochetova 8 mikrorayon

Post Town Post 139 Krasnoyarsk Abakan Kyzyl Achinsk

Territory Tuva Russian Federation Constituent Entity of the ofConstituent Entity the Krasnoyarsk of Khakassia Republic of Republic TerritoryKrasnoyarsk

Postal Code Postal 660028 655017 667000 662150

Sibirsky

Office Name Office Vostochno Sberbank of Branch Abakanskoye No. 8602 Sberbank Branch of Kyzylskoye No. 8591 Sberbank Branch of Achinskoye No. 180 Sberbank Head Office of

List of offices

1. 2. 3. 4.

9.3. List of offices Item 9.3. ROSSETI ANNUAL REPORT 2013

48 99 46 98 46 67 30 54 6 - 6 - 33 - 12 - 27 - 22 - 11 - 12 - (39148) 21 - (39162) 22 - (39144) 3 - (39133) 2 - (39115) 2 - (39197) 2 - (39169) 2 - (39112) 2 - (39116)

23 7 4A 2A 26 48A 10 7A 3

n - Grimau

. Stroiteley ul. Surikova S. per. Lazo ul. ul. Kooperativnaya ul. Babkina ul. Lenina ul 1 mkr ul. Krasnoarmeyskaya

type

settlement 140 Balakhta urban Balakhta type Boguchany village Divnogorsk Yemelyanovo - urban settlement Yeniseisk Zheleznogorsk Zelenogorsk Igarka Kazachinskoye village

Krasnoyarsk TerritoryKrasnoyarsk TerritoryKrasnoyarsk TerritoryKrasnoyarsk TerritoryKrasnoyarsk TerritoryKrasnoyarsk TerritoryKrasnoyarsk TerritoryKrasnoyarsk TerritoryKrasnoyarsk TerritoryKrasnoyarsk

662340 663430 663090 663020 663180 662971 663690 663200 663100

Balakhtinskoye Branch Branch Balakhtinskoye No. 2389 Sberbank of Branch Boguchanskoye No. 2402 Sberbank of Branch Divnogorskoye No. 7864 Sberbank of Yemelyanovskoye No. of Sberbank Branch 6190 of Branch Yeniseiskoye No. 2391 Sberbank Zheleznogorskoye No. of Sberbank Branch 7701 Branch Zelenogorskoye No. 7815 Sberbank of of Branch Igarskoye No. 2449 Sberbank of Branch Kazachinskoye No. 2392 Sberbank 5. 6. 7. 8. 9. 10. 11. 12. 13.

02 16 68 17 16 64 35 - 2 - 87 - 697 663 3 - 35 - 27 - 22 - 10 - 21 (39161) 2 - (39134) 21 - (3912) 59 - (39136) 2 - (39145) 5 - (39149) 21 - (39132) 5 - (39141) 22 -

69/1 34 150A 45A 9A 1 10 116

ul. Krasnopartizanskaya ul. Lenina im. gazety prospekt Krasnoyarsky rabochy ul. Partizanskaya ul. Parkovaya ul. Komsomolskaya ul. Shtabnaya ul. Sovetskaya

type

141 Kansk Krasnoturansk village Krasnoyarsk Kuragino settlement Lesosibirsk Shalinskoye village Minusinsk Motygino - urban settlement

Krasnoyarsk TerritoryKrasnoyarsk TerritoryKrasnoyarsk TerritoryKrasnoyarsk TerritoryKrasnoyarsk TerritoryKrasnoyarsk TerritoryKrasnoyarsk TerritoryKrasnoyarsk TerritoryKrasnoyarsk

663600 662660 660010 662910 662547 663510 662600 663400

Kanskoye of Branch Kanskoye No. 279 Sberbank Krasnoturanskoye No. of Sberbank Branch 2382 City Krasnoyarskoye No. of Sberbank Branch 161 of Branch Kuraginskoye No. 2387 Sberbank of Branch Lesosibirskoye No. 8217 Sberbank of Branch Manskoye No. 2393 Sberbank Branch of Minusinskoye No. 181 Sberbank of Branch Motyginskoye No. 2442 Sberbank 14. 15. 16. 17. 18. 19. 20. 21.

ROSSETI ANNUAL REPORT 2013

18 49 55 58 68 32 36 59 03 - 5 - 1 - 11 - 10 - 46 - 17 - 14 - (39155) 3 - (3919) 42 - (39040) 21 - (39014) 2 - (39110) 4 - (39156) 2 - (39146) 2 - (39053) 23 - (39139)

2 7 14 15 8 36 131 13 8

Khmelnitskogo n 3 - mikrorayon ul. Kuznechnaya ul. B. ul. Kravchenko Lenina Shadrina ul. A. Ye. ul. Lenina 30 let VLKSM 2 mkr

type

142 Nazarovo Norilsk Partizanskoye village Severo Yeniseysk - urban settlement Turukhansk settlement Uzhur Uyar Sharypovo Shushenskoye

662200 663310 663540 663282 663230 662255 663920 662315 662710

Yeniseyskoye Yeniseyskoye - Nazarovskoye of Branch Nazarovskoye No. 2372 Sberbank of Branch Norilskoye No. 7449 Sberbank of Branch Partizanskoye No. 2396 Sberbank Severo No. of Sberbank Branch 2441 Branch Turukhanskoye No. 2399 Sberbank of of Branch Uzhurskoye No. 2376 Sberbank of Branch Uyarskoye No. 2398 Sberbank Branch Sharypovskoye No. 6917 Sberbank of of Branch Shushenskoye

22. 23. 24. 25. 26. 27. 28. 29. 30.

07 73 451 739 - 596 261 447 961 32 02 - - 3 (39143) 7 - (3952) 282 - (39561) 51 - (39563) 20 - (3953) 495 - (39514) 31 - (39530) 22 - (39543)

10 32 20 94 7 16 5 31

pr. Leninskogo Leninskogo pr. Komsomola ul. Deputatskaya ul. Uritskogo ul. Gagarina ul. Lenina ul. Podayurova ul. Lenina ul. Ordzhonikidze

143 settlement Kodinsk Irkutsk Bodaybo Taishet Bratsk Zima Tulun Usolye

Krasnoyarsk TerritoryKrasnoyarsk Irkutsk Region Region Irkutsk Region Irkutsk Region Irkutsk Region Irkutsk Region Irkutsk Region Irkutsk

663491 664047 666904 665008 665700 665390 665268 665460

Branch of Branch

Sibirskoye Sibirskoye - Sberbank No. 7041 Sberbank of Branch Kezhemskoye No. 2404 Sberbank Baikalsky Head Office of Sberbank Branch Bodaybinskoye No. 587 Sberbank of Taishetskoye of Branch Bratskoye No. 2413 Sberbank Branch of Ziminskoye No. 2416 Sberbank of Branch Tulunskoye No. 2420 Sberbank Usolye No. of Sberbank Branch Sberbank No. 2410 Sberbank

1 2 3 4 5 6 7 31.

ROSSETI ANNUAL REPORT 2013

82 35 92 24 065 298 936 660 234 - 18 - 21 - 19 - 59 - 63 (39546) 5 - (39565) 5 - (39541) 3 - (30138) 40 - (30143) 22 - (30130) 24 - (30145) 4 - (30241) 61 -

17 21A 9 11 19 18 26 3

ul. Nekrasova ul. Kirova Kommunalnyper. ul. Oktyabrskaya Pobedyul. 30 let ul. Poligrafistov ul. Klyuchevskaya ul. Klubnaya

Kut Ordynsky - - 144 Sibirskoye Cheremkhovo Ust Ust settlement village Kabansk Mukhorshibir Severobaikalsk Gusinoozyorsk Mogocha

Baikal TerritoryBaikal - Irkutsk Region Irkutsk Region Irkutsk Region Irkutsk of Buryatia Republic of Buryatia Republic of Buryatia Republic of Buryatia Republic Trans

665413 666784 669001 671200 671340 671700 671280 673732

Sberbank No. Sberbank No. Bulagatskoye Bulagatskoye -

Kutskoye Branch of Branch Kutskoye - 2428 2438 2421 Cheremkhovskoye No. of Sberbank Branch 2423 Ust Ekhirit of Branch of Branch Kabanskoye No. 2431 Sberbank Mukhorshibirskoye of Branch Severobaikalskoye No. of Sberbank Branch 2440 of Branch Selenginskoye No. 2434 Sberbank Branch Mogochinskoye No. 4160 Sberbank of Sberbank No. 2425 Sberbank 8 9 10 11 12 13 14 15

86 779 898 440 625 872 224 865 45 - (30242) 44 - (30233) 31 - (30244) 24 - (30236) 21 - (30245) 26 - (30239) 34 - (30141) 32 - (3951) 50 - (39535)

26 17 31 2 - 13 9 25 70

Tsyrenova -

ul. Sovetskaya ul. Pushkina ul. Lenina ul. Sportivnaya Stroiteleypr. ul. Badmy Lenina pr. 7 mikrorayon Mira pr.

Ilimsk - 145 Nerchinsk Borzya Shilka Petrovsk Zabaikalsky Krasnokamensk Aginskoye village Kizhinga village Angarsk Ust

Territory Territory Buryatia Baikal TerritoryBaikal TerritoryBaikal Baikal TerritoryBaikal Baikal TerritoryBaikal ------Trans Trans Trans Trans Trans Trans of Republic Region Irkutsk Region Irkutsk

673400 674600 673370 673005 674670 687000 671450 665835 666686

Zabaikalskoye Zabaikalskoye - Ilimskoye of Branch Ilimskoye - Nerchinskoye of Branch Nerchinskoye No. 4171 Sberbank of Branch Borzinskoye No. 4178 Sberbank of Branch Shilkinskoye No. 4181 Sberbank Petrovsk No. of Sberbank Branch 4190 Krasnokamenskoye No. of Sberbank Branch 8005 of Branch Aginskoye No. 2437 Sberbank Branch Kizhinginskoye No. 6950 Sberbank of of Branch Angarskoye No. 7690 Sberbank Ust No. 7966 Sberbank

16 17 18 19 20 21 22 23 24

ROSSETI ANNUAL REPORT 2013

76 15 031 044 - 76 - 00 00 - - 9 (39510) 4 - (3952) 25 - (3022) 336 - (3012) 285 - (863) 2643920 (861) 2625472 (8772) 530050

6 - 16 23A 40 3 116 65 4, korpus 2

kvartal 8 kvartal ul. Dekabrskikh Sobytiy Osipenko ul. Poliny ul. Tereshkovoy ul. Pushkinskaya ul. Gimnazicheskaya ul. Dimitrova

Don -

Ude

- 146 Shelekhov Irkutsk Chita Ulan Rostov Krasnodar Maikop

Baikal TerritoryBaikal - Irkutsk Region Irkutsk Region Irkutsk Trans of Buryatia Republic Region Rostov TerritoryKrasnodar of Adygeya Republic

666020 664007 672010 670031 344006 350000 385011

Zapadny Head - Shelekhovskoye Branch Branch Shelekhovskoye No. 7990 Sberbank of City Branch Irkutskoye No. 8586 Sberbank of of Branch Chitinskoye No. 8600 Sberbank of Branch Buryatskoye No. 8601 Sberbank Yugo ofOffice Sberbank Branch Krasnodarskoye No. 8619 Sberbank of of Branch Adygeyskoye No. 8620 Sberbank 1 2 3 22 25 26 27

(863) 2670888 (86385) 24762 (86372) 32842 (8634) 310658 (863 52) 24430 (86365)

41 5A 5 74/5 59B 49

per. Bratskyper. Gazetnyper. ul. Kirova ul. Petrovskaya/per. Lermontovsky Platovskyprospekt ul. Lenina

Don -

- on -

147 Rostov Millerovo Salsk Taganrog Novocherkassk Kamensk Shakhtinsky

Rostov Region Rostov Region Rostov Region Rostov Region Rostov Region Rostov Region

344 082 346130 347630 347900 346400 347810

Rostovskoye Branch of Rostovskoye No. 5221 Sberbank of Branch Millerovskoye No. 275 Sberbank of Branch Salskoye No. 0625 Sberbank Branch Taganrogskoye No. 1548 Sberbank of Novocherkasskoye No. of Sberbank Branch 1799 of Branch Kamenskoye No. 1801 Sberbank 4 5 6 7 8 9

ROSSETI ANNUAL REPORT 2013

(86359) 42296 74511 (86341) 32140 (86353) 21448 (86384) 23873 (863) 2440077 (86357) 33780

2 9 85 27 77/164 6

ul. imeni Lenina ul. Pobedy ul. Sovetskaya ul. Podtyolkova ul. Rabochaya/ul. Mira ul. Podroykina

148 Zernograd Matveyev Matveyev Kurgan settlement Veshenskaya stanitsa Morozovsk Bataysk Bagaevskaya stanitsa

Rostov Region Rostov Region Rostov Region Rostov Region Rostov Region Rostov Region

347740 346970 346270 347210 346880 346610

Kurganskoye Branch Branch Kurganskoye - Sberbank No. 1830 Sberbank M No. 1820 Sberbank of Branch Zernogradskoye No. 1824 Sberbank of Branch Sholokhovskoye of of Branch Morozovskoye No. 1835 Sberbank of Branch Batayskoye No. 5154 Sberbank of Branch Bagaevskoye No. 5155 Sberbank 10 11 12 13 14 15

(86375) 33499 (86369) 27642 (86360) 22141 (86368) 21997 (86392) 72264 (86383) 27091

52 34 57 60 2 48

ul. Gorkogo ul. Sadovaya ul. Krupskoy ul. Gorkogo ul. Koshevogo ul. Petrova

type

149 Orlovsky Orlovsky settlement Novoshakhtinsk Kamenolomni - urban settlement Donetsk Volgodonsk Kalitva Belaya

Rostov Region Rostov Region Rostov Region Rostov Region Rostov Region Rostov Region

347510 346918 346480 346330 347380 347040

- Orlovskoye Branch of Branch Orlovskoye No. 5184 Sberbank Rodionovo of Branch Nesvetayskoye No. 5190 Sberbank of Branch Oktyabrskoye No. 5410 Sberbank Branch of Donetskoye No. 7749 Sberbank Branch Volgodonskoye No. 7931 Sberbank of Belokalitvinskoye No. of Sberbank Branch 8273

16 17 18 19 20 21

ROSSETI ANNUAL REPORT 2013

(8617) 607500 (86147) 21195 (86132) 47137 (86138) 63513 (86196) 70512 (86148) 52779

14 79 86 144 22A 137, 1 korp.

ul. Sovetov ul. Komsomolskaya ul. Bogdana Khmelnitskogo ul. Krasnaya ul. Oktyabrskaya ul. Oktyabrskaya

150 Novorossiysk Kurganinsk Yeysk Kropotkin Tikhoretsk Temryuk

Territory Krasnodar TerritoryKrasnodar TerritoryKrasnodar TerritoryKrasnodar TerritoryKrasnodar TerritoryKrasnodar Krasnodar

353900 352430 353682 352380 352120 353500

Novorossiyskoye Branch Novorossiyskoye No. 68 Sberbank of of Branch Kurganinskoye No. 1584 Sberbank of Branch Yeyskoye No. 1798 Sberbank Branch Kropotkinskoye No. 1586 Sberbank of of Branch Tikhoretskoye No. 1802 Sberbank of Branch Temryukskoye No. 1803 Sberbank 22 23 24 25 26 27

(86133) 56238 (86167) 26602 (8622) 901502 (86141) 33743 (86191) 51049 (86142) 40998

14 36 2 56 245 108

Marksa ul. Lenina ul. Karla ul. Voykova ul. Kirova ul. Pushkina ul. Krasnaya

151 Anapa Tuapse Central Sochi. District Gelendzhik Pavlovskaya stanitsa Korenovsk

Krasnodar TerritoryKrasnodar TerritoryKrasnodar TerritoryKrasnodar TerritoryKrasnodar TerritoryKrasnodar TerritoryKrasnodar

353440 352800 354000 353460 352040 353180

Anapskoye of Branch Anapskoye No. 1804 Sberbank of Branch Tuapsinskoye No. 1805 Sberbank of Branch Tsentralnoye No. 1806 Sberbank Branch Gelendzhikskoye No. 1807 Sberbank of of Branch Pavlovskoye No. 1813 Sberbank of Branch Korenovskoye No. 1814 Sberbank 28 29 30 31 32 33

ROSSETI ANNUAL REPORT 2013

(86135) 23591 (86130) 40135 (86146) 21156 (86137) 46544 (8622) 725122 (86131) 20900 (86169)

287A 154A 68 6 87A 217 86

Konstantinova ul. Krasnaya ul. Lenina ul. Krasnaya ul. Shaumyana ul. Pavlova ul. Lenina ul.

na - 201

Labinsk - 152 Ust Timashevsk Slavyansk Kubani Armavir L Sochi, Krymsk Labinsk

Krasnodar TerritoryKrasnodar TerritoryKrasnodar TerritoryKrasnodar TerritoryKrasnodar TerritoryKrasnodar TerritoryKrasnodar TerritoryKrasnodar

352330 352700 353560 352931 354201 353380 352500

Labinskoye Branch Branch Labinskoye - Ust No. 1815 Sberbank of Branch Timashevskoye No. 1816 Sberbank of of Branch Slavyanskoye No. 1818 Sberbank of Branch Armavirskoye No. 1827 Sberbank of Branch Lazarevskoye No. 1849 Sberbank of Branch Krymskoye No. 1850 Sberbank of Branch Labinskoye No. 1851 Sberbank 34 35 36 37 38 39 40

30258 (86152) 20964 (86164) 70821 (86143) 21368 (86166) 26269 (86157) 73456 (86160)

25 67 30 35 67B 5

ul. Klubnaya ul. Nesterenko ul. Pervomayskaya ul. Narodnaya ul. Montikova ul. Sovetskaya

153 Apsheronsk Kanevskaya stanitsa Primorsko Akhtarsk Severskaya stanitsa stanitsa Vyselki Gulkevichi

Krasnodar TerritoryKrasnodar TerritoryKrasnodar TerritoryKrasnodar TerritoryKrasnodar TerritoryKrasnodar TerritoryKrasnodar

352690 353730 353860 353240 353100 352190

Akhtarskoye Akhtarskoye - Predgornoye of Branch Predgornoye No. 1853 Sberbank of Branch Kanevskoye No. 1865 Sberbank Primorsko 1866 of Sberbank Branch of Branch Severskoye No. 1868 Sberbank Branch Vyselkovskoye No. 5158 Sberbank of Branch Gulkevichskoye No. 5161 Sberbank of

41 42 43 44 45 46

ROSSETI ANNUAL REPORT 2013

34770 (86165) 34093 (86145) 73691 (86162) 62774 (86371) 95641 (86195) 30146

282 94 43 9 95

ul. Naberezhnaya ul. Naberezhnaya ul. Lunacharskogo Bolnichny pereulok ul. Pervomayskaya

154 Poltavskaya Poltavskaya stanitsa Leningradskaya stanitsa Dinskaya stanitsa Tselina settlement Novokubansk

Krasnodar TerritoryKrasnodar TerritoryKrasnodar TerritoryKrasnodar Rostov Region TerritoryKrasnodar

353800 353740 353200 347760 352240

Krasnoarmeyskoye Krasnoarmeyskoye No. of Sberbank Branch 5171 Branch Leningradskoye No. 5174 Sberbank of of Branch Dinskoye No. 5186 Sberbank of Branch Tselinskoye 5203 Sberbank Branch Novokubanskoye No. 5213 Sberbank of 47 48 49 50 51

05 27 87 44) 2) 55 2) 2) 2) 33) ------03 - 72 - 27 - 20 - (415 5 - 69 - (413 60 - (342 102 633 102 637 (821 216 857 216 172 (341 489 539 (415 2 -

11/11 4 18 105

Pushkina 1, ul. - Shkolnaya Pushkina ul. Ordzhonikidze ul. GSP Sovetskaya ul. Krasnaya

Magadan 155 Tilichiki village Milkovo village Perm Syktyvkar Izhevsk

Kamchatka TerritoryKamchatka TerritoryKamchatka Magadan Region Perm Territory Komi Republic Republic Udmurtian

688800 684300 685000 614990 167981 426057

Uralsky Head - Vostochny Head - Zapadno of Komi Branch No. 8617 Sberbank of Branch Udmurtskoye No. 8618 Sberbank Severo No. Office Additional 0160, Kamchatskoye No. of Sberbank Branch 8556 of Branch Milkovskoye Office ofOffice Sberbank ofOffice Sberbank 1 2 3 1 2 3

ROSSETI ANNUAL REPORT 2013

00 03 45) 37 37) 91 37) 2) 67) 58 02 22) 38) ------9 - 1 - 95 - 21 - 45 - 63 - (411 36 - (415 21 - (427 4 - (415 21 - (411 (427 2 - (427 2 -

9 6 22 49 30 10 1/4

Lenina Kuvaeva n Vostochny V. Beringa - m Naberezhnaya Gagarina Trusova - -

Aldan Pevek Anadir Bilibino 156 Petropavlovsk Kamchatsky Tigil village Tigil Tiksi urban

Autonomous

Koryak Autonomous Koryak TerritoryKamchatka Chukotka Autonomous Chukotka Chukotka Autonomous of Sakha Republic (Yakutia) District District District District of Sakha Republic

688600 683001 689400 689450 689000 678900 678400

5492

Sberbank No. Sberbank Branch of Tigilskoye No. 7465 Sberbank of Branch Kamchatskoye No. 8556 Sberbank of Branch Chaunskoye No. 7253 Sberbank of Branch Bilibinskoye No. 7820 Sberbank of Branch Chukotskoye No. 8557 Sberbank Branch of Aldanskoye No. 1049 Sberbank

4 5 6 7 8 9 10

31 34) 20 87 27 69 44) 37) 34 56) 45 35) 87 32) ------0 - 7 - 4 - 41 - 11 - 11 - 24 - 37 - (411 2 - 43 - 52 (411 43 - (411 4 - (411 4 - (411 2 - (411 4 -

7 66 26 60 14 32/2

Lenina Lenina Oktyabrskaya Oktyabrskaya Ordzhonikidze Yaroslavskogo

Lensk Nyurba Vilyuysk Pokrovsk

Suntar village Suntar 157 type settlement type Srednekolymsk

(Yakutia) of Sakha Republic (Yakutia) of Sakha Republic (Yakutia) of Sakha Republic (Yakutia) of Sakha Republic (Yakutia) of Sakha Republic (Yakutia) of Sakha Republic (Yakutia)

678790 678000 678140 687200 678450 678290

Bulunskoye of Branch Bulunskoye No. 5033 Sberbank Srednekolymskoye No. of Sberbank Branch 5034 of Branch Vilyuyskoye No. 5037 Sberbank of Branch Nyurbinskoye No. 5038 Sberbank of Branch Suntarskoye No. 5039 Sberbank No. Office Additional Branch 085, Yakutskoye No. 8603 Sberbank of of Branch Lenskoye 11 12 13 14 15 16

ROSSETI ANNUAL REPORT 2013

31 87 51 61) 52) 51) 24 30 87 41) 43) 87 42) ------14 - 17 - 14 - 29 - 20 - 17 - 17 - (411 4 - (411 4 - (411 4 - 4 - (411 4 - (411 4 - (411 4 -

4 34 50 77 46/1 11/1

Lenina Lenina Lenina Gorkogo Mayskaya Partizanskaya

type Maya Kyuyol - - ulus village village village Megino Ust settlement - urban Churapcha Churapcha Borogontsy Borogontsy Kangalassky Kangalassky Ytyk 158 village Amga

28 Sakha

Republic of Republic (Yakutia) of Sakha Republic (Yakutia) of Sakha Republic (Yakutia) of Sakha Republic (Yakutia) of Sakha Republic (Yakutia) of Sakha Republic (Yakutia)

678070 678670 678650 678600 678350 678620

No. 5050 Kangalasskoye Kangalasskoye - Aldanskoye Branch Branch Aldanskoye of Mayskoye Branch - - Branch of Sberbank No. of Sberbank Branch 5051 Sberbank No. 5045 Sberbank Ust of Branch Tattinskoye No. 5047 Sberbank Branch Churapchinskoye No. 5048 Sberbank of Ust of Branch Amginskoye Sberbank Megino of Sberbank No. 5046 Sberbank of No. 5049 Sberbank 17 18 19 20 21 22

87 69 59 92 33) 54) 53) 19 47) 66) 93 36) 2) ------17 - 18 - 11 - 18 - 76 - 20 - (411 4 - (411 2 - (411 4 - (411 6 - (411 2 - (411 4 - (411 7 4 14 27 15 13 17

n Arktika Lenina Lenina Lenina - m Oktyabrskaya Magadanskaya Komsomolskaya

type type Mirny Nera urban Nera Yakutsk k village - Khandyga Khandyga settlement Neryungri settlement - urban - urban Deputatsky Deputatsky type settlement type

Verkhnevilyuys 159 Ust

Republic of Sakha of Sakha Republic (Yakutia) of Sakha Republic (Yakutia) of Sakha Republic (Yakutia) of Sakha Republic (Yakutia) of Sakha Republic (Yakutia) of Sakha Republic (Yakutia) of Sakha Republic (Yakutia)

678230 678730 678967 677980 678720 678174 678540

Yanskoye of Branch Yanskoye - Verkhnevilyuyskoye No. of Sberbank Branch 5053 Branch Oimyakonskoye No. 7251 Sberbank of of Branch Tomponskoye No. 7733 Sberbank of Branch Mirninskoye No. 7800 Sberbank Ust Branch Neryungrinskoye No. 8155 Sberbank of Branch of Yakutskoye Sberbank No. 8004 Sberbank 23 24 25 26 27 28 29

ROSSETI ANNUAL REPORT 2013

13 42 62 03 76 33 - 96 78 34) - 00 - 89 - 66 - 67 - 05 - 08 - 12 - 05 - 42 34 - (8652) 23 - (8652) 35 - (8652) 56 - (8652) 27 - (86560) 2 - (86557) (415 2 -

29 221 25A 415B 415B 15A 37A

ul. Lenina 60 let Oktyabrya ul. Pushkina ul. Lenina ul. Lenina ul. Matrosov ul. Kalinina

Kamchatsk Kamchatsk - 160 Stavropol Ust settlement Stavropol Stavropol Stavropol village Arzgir Aleksandrovsko village ye

Territory Stavropol Territory Stavropol Kamchatka TerritoryKamchatka Stavropol Stavropol TerritoryStavropol TerritoryStavropol TerritoryStavropol TerritoryStavropol

684415 355000 355000 355000 355000 356570 356300

Kavkazsky Kavkazsky Kavkazsky Kavkazsky

- - -

Kavkazsky Kavkazsky -

Sberbank No. 8603 Sberbank No. Office Additional 0140, Kamchatskoye No. of Sberbank Branch 8556 Severo Sberbank No. Office Additional 130, Severo No. Office Additional 137, Severo No. Office Additional 123, Severo of Branch Arzgirskoye No. 5232 Sberbank Aleksandrovskoye No. of Sberbank Branch 1861 Head Office Head Office Head Office Head Head Office of 1. 2. 3. 4. 5. 6. 30

86 40 19 45 59 40 96 24 55) 42) - - 60 - 92 - 3 - 28 - 29 - 26 - 13 - 87 - 9 - (865 5 - (86559) 4 - (886549) 2 - (87951) 2 - (872 2) 67 - (8732) 22 - (865 24 -

85 59/61 363A 11 11A 27 67A

ul. Sovetskaya ul. Oktyabrskaya ul. Sovetskaya ul. Kalinina ul. Korkmasova ul. Moskovskaya ul. Gagarina

161 Divnoye village Divnoye Budyonnovsk Blagodarny Georgievsk Makhachkala Nazran Ipatovo

1 3

Territory Territory Stavropol TerritoryStavropol Stavropol TerritoryStavropol Stavropol of Dagestan Republic of Republic Ingushetia TerritoryStavropol

356720 35680 356420 357820 367000 366720 356630

Apanasenkovskoye Apanasenkovskoye No. of Sberbank Branch 5241 Branch Budyonnovskoye No. 1812 Sberbank of Blagodarnenskoye No. of Sberbank Branch 1860 of Branch Georgievskoye No. 1811 Sberbank of Branch Dagestanskoye No. 8590 Sberbank of Branch Ingushskoye No. 8633 Sberbank of Branch Ipatovskoye No. 1856 Sberbank 7. 8. 9. 10. 11. 12. 13.

ROSSETI ANNUAL REPORT 2013

95 53 43 45 46 86 94 54 50 47 - 48 - 52 - 30 - 21 - 37 - 32 - 78 - 12 - (86545) 2 - (8662) 40 - (86541) 4 - (87964) 6 - (87938) 2 - (86550) 2 - (878 22) 5 - (84722) 2 - (86543) 3 -

51 9 55A 22 - 105A 66 29 30

Proletarskaya ul. ul. Khuranova ul. Lenina Oktyabrskyper. pl. Lenina ul. Sovetskaya ul. Krasnoarmeyskaya ul. Bratyev Alyokhinykh ul. Gagarina

162 Izobilny Nalchik Krasnogvardeys village koye Kurskaya stanitsa Novopavlovsk Kochubeevskoy village e Cherkessk Elista Levokumskoye village

Cherkessian - Balkarian Balkarian -

Stavropol TerritoryStavropol Kabardino Republic TerritoryStavropol TerritoryStavropol TerritoryStavropol TerritoryStavropol Karachayevo Republic of Kalmykia Republic TerritoryStavropol

356140 360000 256030 357850 357300 357000 369000 358000 357960

- Balkarskoye Balkarskoye - Izobilnenskoye of Branch Izobilnenskoye No. 1858 Sberbank Kabardino No. of Sberbank Branch 1861 Krasnogvardeyskoye No. of Sberbank Branch 1857 of Branch Kurskoye No. 5238 Sberbank of Branch Kirovskoye No. 5231 Sberbank Branch Kochubeevskoye No. 7799 Sberbank of Karachayevo of Branch Cherkesskoye No. 8585 Sberbank of Branch Kalmytskoye No. 8579 Sberbank Branch Levokumskoye No. 5239 Sberbank of 14. 15. 16. 17. 18. 19. 20. 21. 22.

08 64 54

10 57 66 69 91 2) 27 - - 77 - 93 - 25 - 08 - 64 - 49 - 46 - 09 - (86554) 5 - (86544) 66 - (86558) 3 - (86552) 3 - (879 33) 32 - (86552) 6 - (867 53 - (86553) 6 - (383) 212 -

61 325 5 8 49 3 68 121

ul. Gagarina ul. Gagarina Neftyanikov pr. ul. Pushkina ul. Moskovskaya pl. Lenina ul. Kotsoeva ul. Lenina ul. Serebrennikovskaya

163 Nevinnomyssk Novoaleksandro vsk Neftekumsk Svetlograd Pyatigorsk Zelenokumsk Vladikavkaz Mikhaylovsk Novosibirsk

- 33

Stavropol TerritoryStavropol TerritoryStavropol TerritoryStavropol TerritoryStavropol TerritoryStavropol TerritoryStavropol Ossetia of North Republic Alania TerritoryStavropol Novosibirsk Region

357100 356000 356880 356530 357500 357910 362003 356240 630007

Osetinskoye Osetinskoye - Nevinnomysskoye Nevinnomysskoye No. of Sberbank Branch 1583 Novoaleksandrovskoye No. of Sberbank Branch 1587 Branch Neftekumskoye No. 7908 Sberbank of of Branch Petrovskoye No. 1859 Sberbank of Branch Pyatigorskoye No. 0030 Sberbank of Branch Sovetskoye No. 1872 Sberbank Severo No. of Sberbank Branch 8632 of Branch Shpakovskoye No. 5230 Sberbank Sibirsky of Office Head Sberbank

1 23. 24. 25. 26. 27. 28. 29. 30.

ROSSETI ANNUAL REPORT 2013

10 34 12

05 44 99

2) 2) 2) 22 - 22 - 27 - - - - 17 - 19 - 13 - 212 - 35 - 212 212 - (3842) 35 - (3822) 26 - (095) 785 45 10 (087 328 839 (083 660 692 (091

53 90/1

8 1 10B 19

prospekt Oktyabrskyprospekt Frunze prospekt ul. Bolshaya Andronyevskaya pl. Chelyuskintsev Lenina pr. ul. Pozhalostina

164 Kemerovo Tomsk Moscow Tula Bryansk Ryazan

Region

Kemerovo Kemerovo Tomsk Region Moscow Region Tula Region Bryansk Region Ryazan

650066 634061 109544 300000 241011 390000

of Branch Kemerovskoye No. 8615 Sberbank of Branch Tomskoye No. 8616 Sberbank Srednerussky Head ofOffice Sberbank of Branch Tulskoye No. 8604 Sberbank Branch of Bryanskoye No. 8605 Sberbank

2 3 1. 2. 3. 4.

76 2) 2) 2) 2) 2) - - - - - 53 - 215 953 (082 490 953 (084 797 971 505 864 (081 381 260 (846 981 937 (844 96 - (8452)

8 63 23 305 40 1/7

Neman -

Sadovaya - ul. Vavilova ul. Kommunisticheskaya ul. Tryokhsvyatskaya ul. M. Gorkogo ul. Polka Normandiya ul. Novo

165 Saratov Volgograd Tver Kaluga Smolensk Samara

Volgograd Region Volgograd Region Saratov Tver Region Tver Region Kaluga Smolensk Region Region Samara

400005 410600 170000 248003 214025 443011

Ryazanskoye of Branch Ryazanskoye No. 8606 Sberbank of Branch Tverskoye No. 8607 Sberbank of Branch Kaluzhskoye No. 8608 Sberbank of Branch Smolenskoye No. 8609 Sberbank Head Office Povolzhsky of Sberbank Branch Volgogradskoye No. 8621 Sberbank of of Branch Saratovskoye

5. 6. 7. 1. 2. 3.

ROSSETI ANNUAL REPORT 2013

27 86 98 81 -

144 284 143 - 073 80 - 98 - 96 - 05 - 47 (3532) 99 - (88412) 42 - (8512) 321 - 321 - (321 321 - (8422) 42 - (812) 329 8653 329 8652

16 81 41 40A 2

ul. Volodarskogo Kirova Goncharova Suvorova ul. Krasnogo Tekstilshchika

166 Orenburg Astrakhan Ulyanovsk Penza Saint Petersburg

Orenburg Region Orenburg Region Astrakhan Region Ulyanovsk Penza Region Saint Petersburg

000 461300 440 414000 432063 191124

Branch

Zapadny Head - Sberbank No. 8622 Sberbank Branch Orenburgskoye No. 8623 Sberbank of of Branch Penzenskoye No. 8624 Sberbank Astrakhanskoye No. Sberbank of 8625/8625 Branch of Ulyanovskoye No. 8588 Sberbank Severo Office ofOffice Sberbank

4. 5. 6. 7. 1.

2) 2) - - 806 848 384 491 232 (0112) (8152) (8142) (811 (816 351 - 698 - 280 - 719 - 986 -

25 2 24 37 44/20 23 -

pr. Mira pr. Antikaynena pr. Lenina pr. Moskovsky pr. Moskovsky pr. Oktyabrskypr. ul.

Pskov Veliky Veliky Novgorod Murmansk Kaliningrad Petrozavodsk 167

Pskov Region Novgorod Region Novgorod Murmansk Region Murmansk Republic of Karelia Republic Kaliningrad Region Kaliningrad

236006 183038 185035 173025 180000

Sberbank No. 8627 Sberbank No. 8628 Sberbank No. 8630 Sberbank Karelskoye of Branch Karelskoye of Sberbank No. 8626 Sberbank of No. 8629 Sberbank of Pskovskoye of Branch Pskovskoye Securities Department, Securities Department, Securities Department, Securities Department, Securities Department, Securities Novgorodskoye Branch Branch Novgorodskoye Murmanskoye Branch of Murmanskoye Kaliningradskoye Branch Kaliningradskoye

2. 3. 4. 5. 6.

ROSSETI ANNUAL REPORT 2013

9.4. Consolidated IFRS financial statement 9.4. Consolidated IFRS financial statement

168

169

ROSSETI ANNUAL REPORT 2013

170

171

ROSSETI ANNUAL REPORT 2013

172

173

ROSSETI ANNUAL REPORT 2013

174

175

ROSSETI ANNUAL REPORT 2013

176

177

ROSSETI ANNUAL REPORT 2013

178

179

ROSSETI ANNUAL REPORT 2013

180

181

ROSSETI ANNUAL REPORT 2013

182

183

ROSSETI ANNUAL REPORT 2013

184

185

ROSSETI ANNUAL REPORT 2013

186

187

ROSSETI ANNUAL REPORT 2013

188

189

ROSSETI ANNUAL REPORT 2013

190

191

ROSSETI ANNUAL REPORT 2013

192

193

ROSSETI ANNUAL REPORT 2013

194

195

ROSSETI ANNUAL REPORT 2013

196

197

ROSSETI ANNUAL REPORT 2013

198

199

ROSSETI ANNUAL REPORT 2013

200

201

ROSSETI ANNUAL REPORT 2013

202

203

ROSSETI ANNUAL REPORT 2013

204

205

ROSSETI ANNUAL REPORT 2013

206

207

ROSSETI ANNUAL REPORT 2013

208

209

ROSSETI ANNUAL REPORT 2013

210

211

ROSSETI ANNUAL REPORT 2013

212

213

ROSSETI ANNUAL REPORT 2013

214

215

ROSSETI ANNUAL REPORT 2013

216

217

ROSSETI ANNUAL REPORT 2013

218

219

ROSSETI ANNUAL REPORT 2013

220

221

ROSSETI ANNUAL REPORT 2013

222

223

ROSSETI ANNUAL REPORT 2013

224

225

ROSSETI ANNUAL REPORT 2013

226

227

ROSSETI ANNUAL REPORT 2013

228

229

ROSSETI ANNUAL REPORT 2013

230

100

101

231

ROSSETI ANNUAL REPORT 2013

232

102

233

103

ROSSETI ANNUAL REPORT 2013

234

104

235

105

ROSSETI ANNUAL REPORT 2013

236

106

237

107

ROSSETI ANNUAL REPORT 2013

238

108

FGC FGC - - 109 ganization

Related Party(ies) Related Related party: Related organization management the Company of UES party: Related or management the Company of UES

Approving Management Body Management Board of Directors Board the Company of the (Minutes of No. 106 of Meeting 4, 2013) February of Directors Board the Company of the (Minutes of No. 106 of Meeting 4, 2013) February Stock Companies.” -

Value

239 The total price of the price total The provided may services of not be in excess 11,935,629.20 rubles, of VAT inclusive (18%) of the price total The provided may services of not be in excess 16,481,000 rubles, of VAT inclusive (18%)

writing, the writing,

Subject Matter Subject

services in relation to services in relation to services in relation to services As requested by the by As requested Customer in to provide agrees Contractor infrastructure information the and Customer services, to pay such for agrees services the by As requested on a Customer in writing basis, the monthly to provide agrees Contractor services: the following - for support technical software, and hardware - computer and customized IT support for communication of the groups particular users, Customer’s - assistance and technical meetings, support for

Counterparty IT Energy Service Service Energy IT (“Contractor”) Service Energy IT (“Contractor”)

Transaction Related Party Transactions of the Company of the Party Transactions Related Information Information infrastructure agreement services for Agreement in relation services to providing support technical users and for holding presentations, and conferences, required meetings the Companyby

Item Related party transactions and major transaction of transactions party and Company the major 9.5. Related the “On definedJoint as Law majorFederal by transactions 2013, Russian Grids into any did not enter In 1 2 Approved Approved

Related party transactions and major transaction of the Company and major transaction 9.5. Related party transactions ROSSETI ANNUAL REPORT 2013

110

Related party: Related owning more shareholder of the than 20 percent voting shares Company’s Russian Federation the by Federal represented for Property State Agency Management

Board of Directors Board the Company of the (Minutes of No. 106 of Meeting 4, 2013) February

240 Transaction price: 24 Transaction 999 999,84 rubles , 2) - Е

r agrees r agrees to – 110 kV in 55385 - 01 -

FZ of 3 FZ December - Saint Petersburg. transfers to Company The the of the ownership Russian Federation the by Federal represented for Property State Agency the of Russian Management additionally Federation uncertificated issued ordinary shares registered number of registration (state the issue: 1 - presentations, and and presentations, of the conferences Customer, the Custome and services such for pay Russian Federation The the Ministry by represented of the Russian Energy of federal funnels Federation funds to the budget authorized Company’s within limits the capital in Federal specified Law No. 216 Federal the 2012, “On for the and 2013 Budget 2014 of Period and Planning of amount in the 2015” for the 24,999,999.84 rubles of implementing purpose to Renew the Program of 6 Cable Lines 3, 201 December 003D of

Russian Federation the by represented of Ministry of the Energy Russian and Federation the Federal for State Agency Property of Management the Russian Federation

Agreement the for Agreement the by acquisition Russian Federation shares additional of Companyin the

3 MAJOR RUSSIAN GRIDS IN OUR BUSINESS OUR CAPITAL MANAGEMENT REPORT WITH CORPORATE OUR SUSTAINED SHAREHOLDERS’ APPENDICES INDICATORS ENERGY INDUSTRY INVESTMENT FINANCIAL OVERVIEW GOVERNANCE DEVELOPMENT INFORMATION

FGC FGC Murov, Budargin, - - 111

Demidov,

V. M. Ye. ny A. Company Company Berdnikov Demidov

N. V.

Related parties: Related organization management the of UES, R. parties: Related organization management the Company of UES, members of the of members of the Board Management A. Company of the Chairman of the Board Management O. Company the of members of the Board Management Compa A.

d of Directors Board of Directors Board the Company of the (Minutes of No. 114 of Meeting 24, 2013) April Boar the Company of the (Minutes of No. 116 of Meeting 29, 2013) April

241 - - and and to amend

ard of ard of

in the Company to be placed to be placed Company in the the expiration the of after in period right preemptive of 11,574,074 the quantity with a par each value shares, offering the at 1 ruble, of rubles of 2.16 per price the determined by share the by adopted decision Bo Company’s 15, on October Directors the of 2012, (Minutes October No. 98 of Meeting 17, 2012) agree parties The to the lease the annexes 57 removing by agreement and of equipment items the property updating designations to acts Russian Grids the supervise by implementation of the Kubanenergo of the Construction Program Sites Games Olympic of of Sochi the Development Climate a Mountain as by approved Resort Resolution of the of the Russian Government No. 991 of Federation 2007, using 29, December

NURENERGO NURENERGO (“Lessee”) Kubanenergo

31.10.2011 of 31.10.2011 of Addendum No. 2 to Addendum Lease Property No. Agreement 36/A - 31, 2011 October to Agreement the supervise of construction specified facilities of Program in the of the Construction Games Olympic the Sites and of Development as a Sochi ClimateMountain by approved Resort Resolution of the

4 5 ROSSETI ANNUAL REPORT 2013

FGC FGC Murov, - - 112

Demidov,

V. Ye.

Demidov

Berdnikov V. Remes,

ompany’s voting shares ompany’s Related parties Related organization management the Company of UES, A. parties: Related organization management the Company of UES, party: Related owning more shareholder of the than 20 percent C Russian Federation the by Federal represented member of the Board of the of of Board member the of Company Directors S. the of members of the Board Management A. Company R. members of the of members of the Board Management A. Company

f the f the Board of Directors Board the Company of the (Minutes of No. 116 of Meeting 29, 2013) April of Directors Board the Company of (Minutes o No. 116 of Meeting 29, 2013) April of Meeting General of the Shareholders (Minutes Company the Extraordinary of of Meeting General of May Shareholders

242 - - of price the The Shareholders’ (not in Agreement or to the direct relation acquisition, indirect or possibledisposal,

- Cable – 2013,

– 110 kV in Saint FGC UES and participate UES and participate FGC using the funds the funds contributed using capital authorized of to the the from Russian Grids the funds contributed to the to the contributed the funds of capital authorized the from Russian Grids budget federal to acts Russian Grids the supervise by implementation of the LENENERGO to Renew Program of 6 Lines in 2011 Petersburg budget federal to acts Russian Grids the supervise of by IDGC implementation Caucasus of the Northern Program of Comprehensive to Reduce Above Measures Losses Electricity standard in in Distribution Networks in Caucasus the North the funds 2011 – 2013, using to the contributed of capital authorized the from Russian Grids budget federal agree to exercise parties The UES shareholders’ FGC represented shares by rights in UES in FGC in managing terms with the accordance

LENENERGO of IDGC Northern Caucasus Agency Federal Property State for of Management the Russian Federation

- am of am – 110 kV in Government of the Government Russian Federation No. 991 of 29, 2007 December to Agreement the supervise of implementation to the Program Cable Lines Renew of 6 to Agreement the supervise of implementation the Comprehensive Progr to Measures Above Reduce Electricity standard in Losses Distribution in the Networks in Caucasus North 2011 – 2013 the for Agreement for Procedure and Controlling Shares in Voting UES FGC (“Shareholders’ Saint Petersburg in Saint Petersburg 2011 – 2013

6 7 8 MAJOR RUSSIAN GRIDS IN OUR BUSINESS OUR CAPITAL MANAGEMENT REPORT WITH CORPORATE OUR SUSTAINED SHAREHOLDERS’ APPENDICES INDICATORS ENERGY INDUSTRY INVESTMENT FINANCIAL OVERVIEW GOVERNANCE DEVELOPMENT INFORMATION

FGC FGC - - 113

Demidov,

Berdnikov

N. Agency for State Property for Property State Agency Management party: Related organization management the Company of UES parties: Related organization management the Company of UES, of the of members of the Board Management A. Company R.

ompany ompany 8, 2013) of Directors Board the C of the (Minutes of No. 120 of Meeting 28, 2013) May of Directors Board the Company of the (Minutes of No. 121 of Meeting June 4, 2013)

e operty operty Stock -

243 disposal of the pr of the disposal is the Company) by by as determined equal, Directors of the Board in the Company of with Article accordance the Federal 77 of Law Joint“On to the Companies,” value (market price in money appraised in FGC shares of terms) th represent UES that the by covered rights Shareholders’ the between Agreement parties is fee service The 1,899,996 rubles, of VAT inclusive (18%) price: Transaction 2,544,000,001.50 rubles

Contractor to Contractor agrees istered ordinary sharesistered in and conditions of the of conditions the and Agreement Shareholders’ The the Customer and provide to pay in a timely agrees services in for manner to the to access relation Reporting Operational system Portal information transfers to the The Issuer the Acquirer, of ownership accepts the Acquirer and 98,072,475 for pays and uncertificated additional reg Caucasus on Northern of IDGC of Northern Caucasus IDGC of rubles price 25,94 the at the determined by share per of of Directors IDGC Board

IT Energy Service Service Energy IT (“Contractor”) of IDGC Northern Caucasus (“Issuer”)

IDGC of IDGC

Agreement”) for Agreement in relation services to the to access Operational Portal Reporting system information the for Agreement byacquisition its exercising Russian Grids Russian Grids additional additional uncertificated ordinary registered in shares Caucasus Northern of process in the Russian Grids’s

9 10 ROSSETI ANNUAL REPORT 2013

FGC - 114

Demidov,

V. Berdnikov, Berdnikov, Kudryavy, Kudryavy, Tatsiy, Tatsiy,

Berdnikov Borodin, N. V. V.

N. A. Related parties: Related organization management the Company of UES, parties: Related of the of Board members the of Company Directors V. R. V. P. the of members of the Board Management Company members of the of members of the Board Management A. Company R.

es of the of the es Board of Directors Board the Company of the (Minutes of No. 121 of Meeting June 4, 2013) of Directors Board the Company of (Minut No. 127 of Meeting June 26, 2013)

244 bles Transaction price: at Transaction most 94,720,454.74 ru notamount: in Loan of 2 ,600,000,000 excess rubles. of loan, the use the For pays the Borrower per of 9 percent interest to the annum Lender. is by payable Interest on a the Borrower for basis the quarterly

’s exercising ’s exercising

e of 25.94 rubles per of 25.94 per e rubles its preemptive right in right its preemptive February 6, 2013, (Minutes February to No. 124) the Meeting of process in the of placed be Russian Grids thereto relation transfers to the The Issuer the Acquirer, of ownership accepts the Acquirer and for most at pays and 3,651,521 additional registered uncertificated in shares of ordinary IDGC Caucasus at the Northern pric the determined by share of of Directors IDGC Board Caucasus on Northern of 6, 2013, (Minutes February to No. 124) the Meeting of after the placed be expiration the preemptive of period right to the transfers The Lender the of Borrower ownership of funds in the amount and2,600,000,000 rubles, to agrees the Borrower the same to amount repay plus interest the Lender, to the Lender payable

IDGC of IDGC Northern Caucasus (“Issuer”) Tyumenenergo (“Borrower”)

preemptive right in right preemptive thereto relation the for Agreement by acquisition of Russian Grids additional uncertificated ordinary registered of in shares IDGC Caucasus Northern after to be placed the expiration of the preemptiv period right agreement Loan

Not completed in theNot completedreporting in period

11 12 3 MAJOR RUSSIAN GRIDS IN OUR BUSINESS OUR CAPITAL MANAGEMENT REPORT WITH CORPORATE OUR SUSTAINED SHAREHOLDERS’ APPENDICES INDICATORS ENERGY INDUSTRY INVESTMENT FINANCIAL OVERVIEW GOVERNANCE DEVELOPMENT INFORMATION

115

of the Board of the of of Board Murov Budargin, Kravchenko, Kravchenko, Kudryavy, Kudryavy, Boos, Tatsiy, Tatsiy, Fedorov Berdnikov, Berdnikov, Berdnikov, Khvalin Khvalin Borodin,

mbers of the Board of of the mbers Board V. M. V. V. M. V. Ye. N. N. V. V. A.

I. parties: Related me the of Company Directors V. I. parties: Related member and Director Directors Company of the General O. of the of Board members the of Company Directors G. V. V. D. P. the of members of the Board Management Company R. the of members of the Board Management Company R. A.

Board of Directors Board the Company of the (Minutes of No. 127 of Meeting June 26, 2013) of Directors Board the Companyof the(Minutes of No. 128 Meeting of June 27, 2013)

in the in the

plus the actual

245 actual number of number days actual the loan using of price: transaction Total 778,141,756.87 rubles of price the The is equal to Agreement payable to the the fee Management the for Organization June from 1, period 2013, to and including June is 14, 2013, which 1,540,000 rubles, of VAT inclusive (18%), by expenses incurred the Management Organization of 93,803,106 amount of inclusive rubles, (18%) VAT . the The The luding June luding The actual actual . The

rs of thers of sole 93,803,106 rubles, 0.4916 ruble, and and 0.4916 ruble, The parties agree upon the parties The the by expenses incurred Organization Management of the period exercising for the powe from July body executive 10, 2012, to and including June 14, 2013 the by expenses incurred Organization Management are The Seller transfers to the transfers Seller The the Acquirer, of ownership accepts the Acquirer and 1,325,424,884 for pays and ordinary shares in registered with a par value TDC, each of 158,213,911 registered in TDC, shares preference with a par value of each 0.4916 ruble agree that parties The payable to the fee Organization Management June the period from 1, for 2013, to and inc 14, 2013, is 1,540,000 of VAT, inclusive rubles, in is accordance paid and set forth procedure with the Agreement Transfer in the of VAT. inclusive

)

“Management “Management Tyumenenergo Tyumenenergo (“Seller”) UES FGC ( Organization”

of JSC Transaction in Transaction with the connection by acquisition of Russian Grids in TDC shares to Agreement Settle the Under Obligations the for Agreement the of Transfer Powers Interregional Distribution Grid Companies Sole Holding’s Body Executive July No. 1007 of 10, 2012

13 14 ROSSETI ANNUAL REPORT 2013

FGC - 116

Demidov,

of the of V.

Murov, Budargin, Budargin,

M. M. Ye. Related parties: Related the of of Board member and Director Directors Company of the General O. the of Board members all the and Directors of of the Board Management who are Company beneficiaries transaction time the at parties Related the agenda of approving of of Meeting the General Shareholders: the of of Board member and Director Directors Company of the General O. the of members of the Board Management A. Company UES no was forrationale there A. organization management the Company of On the date of the of General date On the of Shareholders, Meeting July

General Meeting of Meeting General of the Shareholders (Minutes Company nual the An of of Meeting General of July Shareholders 1, 2013) of Meeting General of the Shareholders (Minutes Company the Annual of of Meeting General of Shareholders 1, 2013)

246 The price of price the The to the is equal Contract premium of insurance 3,334,082.84 rubles of the price Total (associated transaction most at transactions): 9,217,579,493.76 rubles n

rees, if the rees,

accepts

actual expenses are paid paid expenses are by actual to the the Company Organizatio Management days business (5) within five date the of execution after the Agreement of within agrees, The Insurant in the specified the period the to pay Contract, and contribution insurance terms with the and comply Contract, ofconditions the ag the and Insurer the Contract transfers to the The Issuer the Acquirer, of ownership the Acquirer and for most at pays and additional 75,665,568) registered uncertificated in shares ordinary of a price at Kubanenergo 82 kopecks and 121 rubles determined by as share per the by adopted the decision of of Directors Board 8, on February Kubanenergo the 201 3, (Minutes of No. 151/2013 ofMeeting 11, 2013) February insured event occurs, to pay occurs, to event insured pay indemnity upon insurance of conditions and the terms

SOGAZ SOGAZ INSURANCE (“Insurer”) Kubanenergo (“Issuer”)

ility insuranceility Liab for contract and directors officers Transaction (associated in transactions) with the connection by acquisition of Russian Grids ordinary additional in shares Kubanenergo

15 16 MAJOR RUSSIAN GRIDS IN OUR BUSINESS OUR CAPITAL MANAGEMENT REPORT WITH CORPORATE OUR SUSTAINED SHAREHOLDERS’ APPENDICES INDICATORS ENERGY INDUSTRY INVESTMENT FINANCIAL OVERVIEW GOVERNANCE DEVELOPMENT INFORMATION

117 Demidov Demidov

V. V.

Murov Berdnikov, Berdnikov, Khvalin Ye. N. V. being deemed to be deemed to be related being parties party: Related the of member of the Board Management A. Company parties: Related the of members rd of the Boa Management Company R. I. party: Related the of member of the Board Management A. Company party: Related the of of Board member the of Company Directors A.

General Meeting of Meeting General of the Shareholders (Minutes Company the Annual of of Meeting General of July Shareholders 1, 2013) of Meeting General of the Shareholders (Minutes Company the Annual of of Meeting General of July Shareholders 1, 2013) of Director Board the Company of the (Minutes of No. 130 of Meeting 5, 2013) July of Directors Board the Company of the (Minutes of No. 141 of Meeting 16, 2013) December

247 Total transaction price: transaction Total 4,275,548,093 rubles price: transaction Total 4,880,309,566.92 rubles up toamount: Loan 125,000,000 rubles. of loan, the use the For pays the Borrower per of 9 percent interest to the annum Lender. is by payable Interest the at the Borrower loan repayment time of of price the The in services Contractor’s 2014 is 23,681,172.36 of inclusive rubles, price the (18%); VAT the Customer’s of in 2014 is services -

ruble per share per ruble The Issuer transfers to the The Issuer the Acquirer, of ownership accepts the Acquirer and 4,275,548,093 for pays and uncertificated additional ordinary shares in registered at price of a Chechenenergo 1 to the transfers Seller The the Acquirer, of ownership accepts the Acquirer and 30,926,801 for pays and in shares ordinary with ergo, each a Kubanen of rubles value 100 par to the transfers The Lender the of Borrower ownership to of up funds in the amount the and 125,000,000 rubles, to repay agrees Borrower to the amount the same plus interest Lender, to the Lender payable the Customer engages The the and Contractor, to agrees, Contractor technical exercise electric of supervision grid of North of facilities IDGC Customer West, and the -

”)

Customer

Chechenenergo (“Issuer”) Tyumenenergo (“Seller”) Chechenenergo (“Borrower”) of North IDGC West (“ -

ordinary ordinary

Transaction in Transaction with the connection by acquisition of Russian Grids additional in shares Chechenenergo in Transaction with the connection by acquisition of Russian Grids in shares ordinary Kubanenergo agreement Loan fee for Agreement technical based supervision services

Not completed in theNot completedreporting in period

17 18 19 20 4 ROSSETI ANNUAL REPORT 2013

118

Remes

Related party: Related the of of Board member the of Company Directors S.

Board of Directors Board the Company of the (Minutes of No. 141 of Meeting 16, 2013) December

248 1,451,696.40 rubles, 1,451,696.40 rubles, of VAT inclusive (18%) of price the The in services Contractor’s 2014 is 22,227,378.84 of inclusive rubles, price the (18%); VAT the Customer’s of in 2014 is services 1,954,080 rubles, VAT incl usive of (18%) r the

ices at

rs, office appliances appliances rs, office e technical technical e agrees to accept and pay to and pay for accept agrees such services. order to create the In fo conditions necessary Contractor’s of the work directly engaged personnel the services at in providing facilities, the the Customer’s the Customer provides basis paid on a Contractor term the the of throughout with workplaces Agreement having furniture, (premises) compute equipment, and facilities, communications fixed and communications office and services, Internet the supplies (hereinafter, services”) “Customer’s the Customer engages The the and Contractor, to agrees, Contractor exercis facilities, the the Customer’s supervision of electric electric of supervision grid of Urals, of facilities IDGC agrees the Customer to and for such and pay accept services. order to create the In for conditions the necessary Contractor’s of the work directly engaged personnel the serv in providing

IDGC of Urals of Urals IDGC (“Customer”) -

Agreement fee for Agreement technical based supervision services

21 MAJOR RUSSIAN GRIDS IN OUR BUSINESS OUR CAPITAL MANAGEMENT REPORT WITH CORPORATE OUR SUSTAINED SHAREHOLDERS’ APPENDICES INDICATORS ENERGY INDUSTRY INVESTMENT FINANCIAL OVERVIEW GOVERNANCE DEVELOPMENT INFORMATION

119 Berdnikov

N. y R. Related party: Related the of member of the Board Management Compan

Board of Directors Board the Company of the (Minutes of No. 141 of Meeting 16, 2013) December sive of sive of

249 The price of price the The in services Contractor’s 2014 is 19,254,552.72 inclu rubles, price the (18%); VAT the Customer’s of in 2014 is services 928,057.68 rubles, of VAT inclusive (18%) e,

tions and ditions for the

Customer provides the the Customer provides basis paid on a Contractor term the the of throughout with workplaces Agreement having furniture, (premises) appliances office computers, equipment, and facilities, communications fixed communica office and services, Internet the supplies (hereinafter, services”) “Customer’s the Customer engages The the and Contractor, to agrees, Contractor technical exercise electric of supervision grid of of facilities IDGC the Customer and Siberia, to and pay for accept agrees such services. order to create the In necessary con facilities, communications work of the Contractor’s Contractor’s of the work directly engaged personnel the services at in providing facilities, the the Customer’s the Customer provides basis paid on a Contractor term the the of throughout with workplaces Agreement having furnitur (premises) appliances office computers, equipment, and

IDGC of Siberia of Siberia IDGC (“Customer”) -

Agreement fee for Agreement technical based supervision services

22 ROSSETI ANNUAL REPORT 2013

120 Dyomin

Remes

Related party: Related the of of Board member the of Company Directors S. party: Related the of member of the Board Management A. Company

Board of Directors Board the Company of the (Minutes of N o. 141 of Meeting 16, 2013) December of Directors Board the Company of the (Minutes of No. 141 of Meeting

250 The price of price the The in services Contractor’s 2014 is 27,167,366.40 of inclusive rubles, price the (18%); VAT the Customer’s of in 2014 is services 1,281,480 rubles, of VAT inclusive (18%) of price the The in services Contractor’s 2014 is 21,186,342.72 of inclusive rubles,

aid basisaid services”)

Customer agrees Customer agrees to In order to create the In for conditions the necessary Contractor’s of the work directly engaged personnel the services at in providing facilities, the the Customer’s the Customer provides p on a Contractor term the the of throughout with workplaces Agreement having furniture, (premises) appliances office computers, equipment, and facilities, communications fixed and communications office and services, Internet the supplies (hereinafter, fixed communications and fixed and communications office and services, Internet the supplies (hereinafter, services”) “Customer’s the Customer engages The the and Contractor, to agrees, Contractor technical exercise electric of supervision grid of Volga, of facilities IDGC the and for such and pay accept services. “Customer’s the Customer engages The the and Contractor, to agrees, Contractor technical exercise

IDGC of Volga of Volga IDGC (“Customer”) Tyumenenergo (“Customer”) - -

Agreement fee for Agreement technical based supervision services fee for Agreement technical based supervision services

23 24 MAJOR RUSSIAN GRIDS IN OUR BUSINESS OUR CAPITAL MANAGEMENT REPORT WITH CORPORATE OUR SUSTAINED SHAREHOLDERS’ APPENDICES INDICATORS ENERGY INDUSTRY INVESTMENT FINANCIAL OVERVIEW GOVERNANCE DEVELOPMENT INFORMATION

121 Dyomin

A. party: Related Related the of member of the Board Management A. Company

December 16, 2013) December of Directors Board the Company of the (Minutes of No. 141 of Meeting 16, 2013) December ); the price ); the or’s services in services or’s

251 VAT (18% VAT the Customer’s of in 2014 is services 1,171,626.72 rubles, of VAT inclusive (18%) of price the The Contract 2014 is 2,804,325.24 of inclusive rubles, price the (18%); VAT the Customer’s of in 2014 is services 118,575.84 rubles, of VAT inclusive (18%)

fice appliances fice appliances such services.

In order to create the In for conditions the necessary Contractor’s of the work directly engaged personnel the services at in providing facilities, the the Customer’s the Customer provides basis paid on a Contractor term the the of throughout with workplaces Agreement having furniture, (premises) of computers, equipment, and facilities, communications fixed and communications office and services, Internet the supplies (hereinafter, supervision of electric electric of supervision grid Tyumenenergo, of facilities agrees the Customer to and for such and pay accept services. services”) “Customer’s the Customer engages The the and Contractor, to agrees, Contractor technical exercise electric of supervision grid the TDC, and of facilities to accept Customer agrees for pay and order to create the In for conditions the necessary Contractor’s of the work directly engaged personnel

TDC (“Customer”) -

Agreement fee for Agreement technical based supervision services

25 ROSSETI ANNUAL REPORT 2013

122

Budargin M. Related parties: Related the of of Board member and Director Directors Company of the General O.

e Company Company e Board of Directors Board th of the (Minutes of No. 141 of Meeting 16, 2013) December

252 The price of price the The in services Contractor’s 2014 is 32,847,937.80 of inclusive rubles, price the (18%); VAT the Customer’s of in 2014 is services 1,801,368.36 rubles, of VAT inclusive (18%) id

r provides the the r provides

In order to create the In for conditions the necessary Contractor’s of the work directly engaged personnel the services at in providing facilities, the the Customer’s Custome basis paid on a Contractor term the the of throughout with workplaces Agreement having furniture, (premises) in providing the services the services at in providing facilities, the the Customer’s the Customer provides basis paid on a Contractor term the the of throughout with workplaces Agreement having furniture, (premises) appliances office computers, equipment, and facilities, communications fixed and communications office and services, Internet the supplies (hereinafter, services”) “Customer’s the Customer engages The the and Contractor, to agrees, Contractor technical exercise electric of supervision gr MOESK, and of facilities to agrees the Customer for such and pay accept services. appliances office computers,

MOESK (“Customer”) -

Agreement fee for Agreement technical based supervision services

26 MAJOR RUSSIAN GRIDS IN OUR BUSINESS OUR CAPITAL MANAGEMENT REPORT WITH CORPORATE OUR SUSTAINED SHAREHOLDERS’ APPENDICES INDICATORS ENERGY INDUSTRY INVESTMENT FINANCIAL OVERVIEW GOVERNANCE DEVELOPMENT INFORMATION

of Boos

123

Murov, G. Budargin, Kravchenko, Shmatko, I. M. M. Ye. Ferlenghi, Ferlenghi,

Related parties: Related the of Board member and Director Directors Company, of the General O. of the of Board members the of Company Directors S. V. E. A.

Board of Directors Board the Company of the (Minutes of No. 142 of Meeting 30, 2013) December 0,000

253 The price of price the The in services Contractor’s 2014 is 180,54 of inclusive rubles, price the (18%); VAT the Customer’s of in 2014 is services 9,575,532.12 rubles, of VAT inclusive (18%)

ate the the ate es (hereinafter, the the (hereinafter, es ises) having ises) having furniture, Customer engages the Customer engages and equipment, equipment, and facilities, communications fixed and communications office and services, Internet suppli services”) “Customer’s The the and Contractor, to agrees, Contractor technical exercise electric of supervision grid to the related facilities electricity Customer’s the and transmission grids, to accept Customer agrees such for services. pay and order to cre In for conditions the necessary Contractor’s of the work directly engaged personnel the services at in providing facilities, the the Customer’s the Customer provides basis paid on a Contractor term the the of throughout with workplaces Agreement (prem appliances office computers, equipment, and facilities, communications fixed and communications office and services, Internet the supplies (hereinafter,

FGC UES FGC (“Customer”) -

5 Agreement fee for Agreement technical based supervision services

Not completed in theNot completedreporting in period

27 5 ROSSETI ANNUAL REPORT 2013

Boos

124

f the f the of Board Murov, G. Budargin, Kravchenko, Shmatko, I. M. M. Ye. Ferlenghi, Ferlenghi,

Related parties: Related o member and Director Directors Company of the General O. of the of Board members the of Company Directors S. V. E. A.

Board of Directors Board the Company of the (Minutes of No. 142 of Meeting 30, 2013) December

ion services ion services

254 The fixed rent includes includes fixed rent The the leased for p ayment premises nonresidential and spaces parking and is 21,803,317.19 rubles of month, inclusive per (18%). VAT rent variable The for payment includes movable of the the use utility property, and electricity, services leased of the cleaning property, telecommunications maintenance services, systems and utility of systems, firefighting and guard security services, control access of the leased lighting and (facade property lighting, street including site consumables), improvements, transportat taxi share (including other general services), services and work running (including repairs and repairs),

s to ith a totalith a

nonresidential premises nonresidential premises nonresidential w spaces parking in the spaces 80 parking “Customer’s services”) “Customer’s agree The Landlord following the provide property real and movable temporary the Tenant’s for under a possession and use acceptance and delivery valuable for certificate consideration: - of with a total area meters; 15,391.57 square - of 36.93 with a total area used meters jointly square located the parties and in by of the A Block publicmultifunctional ul. Moscow, at: center 4 Belovezhskaya, the (hereinafter, public “multifunctional center”); - of square 2,973.16 area 1 in the meters Level lot in of A Block parking public the multifunctional center; - lot outdoor visitor parking public the multifunctional of center;

FGC UES FGC (“Landlord”)

6 Property lease Property agreement

Not completed in 2013Notcompleted in

28 6 MAJOR RUSSIAN GRIDS IN OUR BUSINESS OUR CAPITAL MANAGEMENT REPORT WITH CORPORATE OUR SUSTAINED SHAREHOLDERS’ APPENDICES INDICATORS ENERGY INDUSTRY INVESTMENT FINANCIAL OVERVIEW GOVERNANCE DEVELOPMENT INFORMATION

Boos

125

Murov, G.

Budargin, Kravchenko, Shmatko, Ye. I.

M. M. Ferlenghi, Ferlenghi,

Related parties: Related the of of Board member and Director Directors Company of the General O. of the of Board members the of Company Directors S. V. E. A.

Board of Directors Board the Company of the (Minutes of No. 142 of Meeting 30, 2013) December

255 requested by the Tenant by requested of price the The provided services under the Contractor one for the agreement is period billing plus 40,166,667 rubles, of (18%) VAT 7,230,000.06 rubles. is the period billing The month of the calendar provided services

r agrees to r agrees movable propertymovable

- Contracto The Customer with the provide in relation to services the operation organizing of the to developing and owned facilities grid electric the and the Customer, by to accept Customer agrees such for services pay and

FGC UES FGC (“Customer”)

7 Services Services agreement

Not completed in 2013Notcompleted in

29 7 ROSSETI ANNUAL REPORT 2013

9.6. Information on Significant Capital Investment Projects 9.6. Information on Significant Capital Investment Projects

Large and Top-Priority Facilities Commissioned in 2013

Value of Commissioned Commissioned Capacity Capital Assets Company/Project (rubles in kilometers MVA thousands, exclusive of VAT)

IDGC of Siberia: 40.00 0.00 107,224.30

OL 110 kV from Zabaykalsk to Priargunsky Industrial Mining and Chemical Union CHPP 40.00 0.00 107,224.30 (Krasnokamensk CHPP) (YuKh) (construction)

TDC: 0.00 50.00 97,225.00

SS 110/10 kV Solnechnaya (rehabilitation) 0.00 50.00 97,225.00 256 Tyumenenergo: 30.04 160.00 2,394,486.92

Outdoor Switchgear 110 kV of SS Vostok to capacity delivery system 110-13 with branch lines of OL 110 11.59 0.00 671,539.90 kV (expansion)

PL 110 kV from Tymen CHPP-2 to Ozhogino 1, 2 8.40 0.00 539,302.01

SS 110/10 kV Kamyshinskaya with double-circuit 6.24 80.00 607,564.38 CL 110 kV, Tyumen

SS 110 kV Bereznyaki with main OL 110 kV 3.81 80.00 576,080.62

IDGC of Urals: 13.71 225.00 2,138,334.44

SS 110/10 kV Zaostrovka with branch lines of 13.63 50.00 1,554,455.40 OL/CL 110 kV

SS 110/10 kV Rassokha 0.08 32.00 229,328.97

SS 110/10 Ferrosplav (rehabilitation) 0.00 143.00 354,550.08

ENCE: 0.59 80.00 552,976.61

SS 110 kV Sportivnaya (construction) 0.59 80.00 552,976.61

IDGC of Volga: 74.36 133.56 990,764.51

OL 110 kV from Rostoshi to Aeroport 22.63 0.00 130,640.77

126

Value of Commissioned Commissioned Capacity Capital Assets Company/Project (rubles in kilometers MVA thousands, exclusive of VAT)

SS 110/35/10 kV Tsvetochnaya (construction) 0.73 1.26 126,753.06

OL 110 kV from Kuvandyk to Dubenskaya 21.10 0.00 135,158.65 (rehabilitation)

SS 110/35/6 kV KS15 (rehabilitation) 0.00 6.30 180,375.06

OL 110 kV from Mokshan to Novaya to B. 29.90 0.00 190,528.21 Demyanovsk (rehabilitation)

SS 110 kV Krasnoglinskaya (rehabilitation with replacement of power transformers 1 x 31.6 and 1 x 40 by 2 x 63 MVA, rehabilitation of Outdoor 0.00 126.00 227,308.76 Switchgear 110 kV and 35 kV and Indoor Switchgear 6 kV) 257 IDGC of North-West: 5.69 6.30 277,759.42

External electricity supply to Kizhi Necklace (rehabilitation). CL 10 kV from SS 35/10 kV Zharnikovo to Distribution Substation 10 kV on Bolshoy Klimenetsky Island; CL 10 kV from 4.69 0.00 108,100.39 Distribution Substation 10 kV on Bolshoy Klimenetsky Island to Kizhi Island (connection of Kizhi Museum to electric grid facilities of IDGC of North-West) (construction)

SS 110/10 kV Logmozero, Prionezhsky District, 0.00 50.00 170,698.76 Republic of Karelia (Phase 2) (construction)

OL 110 kV from SS 110/10 kV Sokolovka to SS 110/10 kV Pazhga (construction) with expansion of 1.01 6.30 169,659.03 SS 110/10 kV Sokolovka and SS 110/10 kV Pazhga (South Electricity Networks)

IDGC of South: 164.33 160.00 1,915,350.88

SS 110/10 kV Pump Station-2 with main lines 110 kV (construction) with rehabilitation of adjacent 55.95 80.00 580,062.18 network 110 kV

127

ROSSETI ANNUAL REPORT 2013

Value of Commissioned Commissioned Capacity Capital Assets Company/Project (rubles in kilometers MVA thousands, exclusive of VAT)

SS 110/10 kV Pump Station-3 with main lines 110 kV (construction) with rehabilitation of adjacent 108.38 80.00 1,335,288.70 network 110 kV

Kubanenergo: 94.08 80.00 2,798,833.06

OL 110 kV from Dzhubga TPP to SS Dzhubga, from Dzhubga TPP to SS Arkhipo-Osipovka, from SS 54.64 0.00 1,056,339.42 Dzhubga to SS Arkhipo-Osipovka with rehabilitation of substations (design and survey, construction)

OL 110 kV for delivery of capacity from Dzhubga TPP to SS Lermontovo with rehabilitation of 18.40 0.00 718,877.68 substations (design and survey, construction, rehabilitation)

258 SS 110/10/6 kV Tuapse-Terminal with two transformers 2 x 40 MVA, Outdoor Switchgear 110 kV, Indoor Switchgear with 4 busbar units (2 x 10 0.96 80.00 507,397.69 kV, 2 x 6 kV), with double-circuit branch line from OL 110 kV from Shepsi to Tuapse-Tyagovaya 1 (2) (construction)

Network 110 kV adjacent to SS 220 kV Buzhora– Anapskaya Station (Phase 1 and Phase 2) 10.35 0.00 212,585.33 (rehabilitation)

OL 110 kV for delivery of capacity from Sochi TPP to SS Sochi, from SS Sochi to SS Pasechnaya, from 9.72 0.00 303,632.94 SS Pasechnaya to SS Dagomys (design and survey, rehabilitation) (Phase 1)

IDGC of Northern Caucasus: 0.00 120.00 522,843.64

OL 110 kV from SS Yuzhnaya to SS HPP-4 for 52.54 0.00 228,537.46 Pump Station-5 (CPC) (over 750) (construction)

SS 110/10 kV Pump Station-5 (CPC) (over 750) 0.00 80.00 306,640.70 (construction)

SS 110 kV Yuzhnaya (replacement of transformers 0.00 40.00 216,202.94 T-1 and T-2 with 2 x 16 MVA increased to 2 x 40 128

Value of Commissioned Commissioned Capacity Capital Assets Company/Project (rubles in kilometers MVA thousands, exclusive of VAT)

MVA) (rehabilitation)

IDGC of Center and Volga Region: 31.66 105.00 1,167,805.00

SS 110 kV Semyazino (new construction with 0.05 80.00 496,094.00 installation of 2 transformers 2 x 40 MVA)

OL 110 (35) kV from Melenki to Fursovo, 23 23.00 0.00 108,278.00 kilometers (new construction)

OL 110 kV from Vorsino to Rusinovo with branch lines to SS Denisovo and SS 110 kV Vorsino and SS 8.61 0.00 230,852.00 110 kV Vega (construction)

SS 110/10 kV Pazely with OL 110 kV, Izhevsk 0.00 25.00 332,581.00

IDGC of Centre: 43.38 160.00 776,471.33 259 SS 110 kV Nezhegol for electricity supply to Premix Plant 1 (35,000 tpy lysine production facility) 0.00 80.00 317,763.47 (Network Connection Contract No. 40503359 of July 2, 2013, with Premix Plant 1) (construction)

OL 110 kV from Sitovka to CHPP-2 (conversional) (Network Connection Contract No. 40263027 of 43.38 0.00 231,382.96 September 19, 2011, with LGEK)

SS 110/10/10 kV Novoselki with transformers 2 x 40 MVA (Network Connection Contract No. 0.00 80.00 227,324.91 40324343/TP-11/Yar of June 22, 2011, with VimpelCom) (construction)

LENENERGO: 0.00 100.00 447,067.80

SS 110 kV Poklonnaya Gora 0.00 50.00 223,548.02

Unit-Type Modular Substation 110/10 near SS 220 0.00 50.00 223,519.77 kV No. 20 (installation)

MOESK: 0.00 626.00 2,629,767.23

SS 110 kV Odintsovo 0.00 126.00 994,771.17

129

ROSSETI ANNUAL REPORT 2013

Value of Commissioned Commissioned Capacity Capital Assets Company/Project (rubles in kilometers MVA thousands, exclusive of VAT)

SS 220 kV Presnya (rehabilitation) 0.00 500.00 1,634,996.06

FGC UES: 2,523.69 3,293.50 77,301,826.57

OL 500 kV from Balakovo NPP to Kurdyum with 210.66 0.00 3,981,987.82 expansion of SS 500 kV Kurdyum

SS 220 kV Skolkovo with branch lines of CL/OL 220 0.00 126.00 1,978,337.70 kV

SS 220 kV Smirnovo with branch lines of CL/OL 0.00 126.00 2,588,613.83 220 kV from Ochakovo to Novovnukovo

OL 500 kV from Pomary to Udmurtskaya 300.74 0.00 7,007,404.34

OL 500 kV form Zeya HPP to Amurskaya to national border (Phase 1: OL 500 kV from Amurskaya to 363.38 0.00 9,597,961.30 260 Heihe (border with China), Phase 2: OL 500 kV from Зейская HPP to Amurskaya No. 2) (construction)

CL 110 kV and OL 110 kV in Roza Khutor Plateau 7.03 0.00 166,630.62 (design and survey, construction)

SS 10 kV and distribution networks for additional loads of electricity supply to Rosa Khutor Alpine 11.00 28.50 696,711.96 Resort (design and survey, construction)

SS 220 kV Psou (design and survey, rehabilitation) 0.00 0.00 1,172,481.94

SS 220 kV Poselkovaya with PL 220 kV to SS Psou 0.00 330.00 559,272.32 (design and survey, construction)

SS 110 kV Vesyoloye with branch lines of power 4.20 160.00 1,162,736.80 lines (design and survey, rehabilitation, construction)

CL 110 kV and OL 110 kV from SS Psou to SS 13.05 0.00 895,176.83 Izumrudnaya (design and survey, construction)

130

Value of Commissioned Commissioned Capacity Capital Assets Company/Project (rubles in kilometers MVA thousands, exclusive of VAT)

CL 110 kV and OL 110 kV in Imeretinsky Valley (from SS Psou to SS Imeretinskaya, from SS 29.48 0.00 2,703,166.46 Imeretinskaya to SS Ice Dome Arena, from SS Ice Dome Arena to SS Vesyoloye, from SS Vesyoloye)

SS 110 kV Izumrudnaya with branch lines of power 0.00 80.00 265,169.13 lines (design and survey, construction)

SS 110 kV Imeretinskaya with branch lines of power 0.00 160.00 737,170.47 lines (design and survey, construction)

SS 110 kV Laura with branch lines of power lines 0.00 0.00 117,226.95 (design and survey, construction)

SS 110 kV Ice Dome Arena with branch lines of 0.00 160.00 734,822.89 power lines (design and survey, construction) 261 SS 110 kV Vremennaya (Rezervnaya) with branch 0.00 40.00 126,981.89 lines of power lines (design and survey, construction)

OL for delivery of capacity from Kudepsta TPP 6.23 0.00 220,131.99 (design and survey, construction)

OL 220 kV for delivery of capacity from Adler 17.00 0.00 653,401.85 (design and survey, construction)

SS 110 kV Sportivnaya with CL 110 kV and 10 kV 0.00 80.00 986,111.47 (design and survey, construction)

CL 10 kV and OL 10 kV from SS 220 kV Poselkovaya to Gornaya Karusel Sports & Tourism Complex (level +540) and from SS 220 kV 6.68 0.00 742,340.93 Poselkovaya to Ski Jumping Hills K-125 and K-95 (design and survey, construction)

CL 10 kV and OL 10 kV from SS 110 kV Laura to Gornaya Karusel Sports & Tourism Complex (design 3.72 0.00 386,716.29 and survey, construction)

OL 500 kV from Gribovo to Dorokhovo with SS 500 81.30 1,502.00 7,550,175.75 kV Dorokhovo with branch lines of OL 220 kV

131

ROSSETI ANNUAL REPORT 2013

Value of Commissioned Commissioned Capacity Capital Assets Company/Project (rubles in kilometers MVA thousands, exclusive of VAT)

OL 500 kV from Boguchany HPP to Ozyornaya 329.97 0.00 6,293,245.85

OL 500 kV from Kurgan to Ishim (project name: “OL 500 kV Kurgan–Ishim (Zarya) with SS 500 kV 289.40 0.00 5,918,289.70 Kurgan Rehabilitation”)

OL 500 kV from Voskhod to Vityaz 342.48 0.00 7,354,518.90

OL 220 kV from Neryungri TPP to Nizhny Kuranakh to Tommot to Mayya with SS 220 Tommot and SS 220 Mayya (project name: “Phase 1: OL 220 kV 434.67 0.00 8,056,210.18 Neryungri TPP–Nizhny Kuranakh 2, Phase 2: OL 220 kV Nizhny Kuranakh–Tommot–Mayya with SS 220 kV Tommot”) (construction)

SS 220 kV Arsenal with OL 220 kV from Arsenal to 72.71 0.00 1,021,776.54 262 Tarko-Sale, circuits I and II SS 500 kV Ishim (Zarya) to be subsequently renamed SS Vityaz (500 kV extension construction) 0.00 501.00 3,627,053.87 (expansion)

132

133 e ate of April 30,

849/r - Notes

Provided for in paragraph 10.5 of Article 10 the Article of 10.5 of in paragraph for Provided Articles of Association. Company’s 10 the Article of 10.4 of in paragraph for Provided Articles of Association. Company’s

Stock Companies”) Stock -

263

Compliance Compliance Compliance Compliance or Noncompliance or Compliance General Meeting of Meeting Shareholders General

Code of Conductof in AnnualJoint Reports longer period is provided for is period for longer provided eld in person is declared closed or, in closed eld person is declared in

Information Concerning Compliance by the Company with the Corporate Code byCompany withGovernance the Corporate Concerningthe 9. 7 . Information Compliance Provision of the Corporate Governance Governance Code of Corporate the Provision in law Shareholders notifiedare Shareholders holding of the general prior shareholdersto the of 30 days least at meeting such issues irrespectiveof of meeting date included unless a on its agenda, are able themselves Shareholders to familiarize in participate entitled to with the persons of the list of starting from shareholders, meeting the general of meeting the general of notice of the date until meeting theof general shareholders h shareholders ofheld shareholders the of case meeting the general receiving for date deadline the before in absentia, Governance Code Governance Information Concerning Compliance by the Company with Corpor

1 2 2003 “On the Recommended Guidelines for the Composition and Submission Form of Information with About Form Corporat the Compliance Submission Composition for and the 2003 “On Recommended Guidelines the (prepared pursuant to Ordinance of the Federal Commission for the Securities Market of the Russian Federation No. of Market the 03 Russian Securities for the Federation Commission pursuant Ordinance of Federal (prepared to the M ITE

9.7. ROSSETI ANNUAL REPORT 2013

134

on Holding Procedureand

h 5.2 of Article h 5.2 of the 5 of s 10.6 and 10.7s 10.6 and of Article10 of

o not contain this provision as the laws of the of o not contain thislaws the provision as Meeting of Shareholders of the Company are in are Company the of Shareholders of Meeting for the General Meeting of Shareholders of the of Company, Meeting Shareholders of General the for However, in However, 2.3accordance with paragraph of Article 2 of the the Regulations for Preparati Provided for in paragrap for Provided Preparation the Holding Procedure and for for Regulations and Company the of Shareholders of Meeting General the 5.1 in 5 ofparagraph of the Article Company’s Corporate Code. Governance in for Provided paragraph Association. Articles of the Company’s Articles Association of Company’s the provisions of The documentationrequirements to describingthe with respect agenda the the of for proposals to shareholders’ applicable General in force. laws with the currently as compliance the of documents internal and Association of Articles The d Company that do such Russianbe Federation not prescribe persons of shareholders. at the present meeting general mandatorily

264

Compliance Partial compliance Partial compliance Partial

mentioned an an be item -

e board of directors, membersthe boardofe directors, stock company specify that the director director that the specify company stock -

stock company are mandatorily present at the present at are mandatorily company stock - rights ballots are able themselves Shareholders to familiarize should that (materials) bewith information in the provided course preparations making of for of electronically, shareholders meeting the general via the Internet including is able that shareholder to propose Any on the included agenda the of meeting general of meeting of thatgeneral or the request shareholders an be without convened providing shareholders suchif shareholder register the from extract rights to shares inshareholder’s registered are the rights to shareholder’s registeredshares are in a is statement account custody a account, custody forthe sufficient the exercise of above of documents association internal of or articles The the joint members ofgeneral, board,management the th of members commission,the audit the and of internal auditor joint of meeting shareholders general shareholder register maintenance system or, if such if system or, maintenance register shareholder

3 4 5

135

ticle 2 of the Regulations Regulations the 2 of ticle

f the Director General of the General of the f the Director

he heads of the Company’s divisions, divisions, Company’s the of he heads e Preparation and Holding Procedure Preparation Holding Procedure e and for Russian Federation do not prescribe that do not prescribe Federation Russian

the presidium of the General Meeting ofMeeting is Shareholders the presidium General of the of the and of Company General Director composed of the of Board Directors. members Ar 2.11 of to Pursuant paragraph the for Preparation Procedureand fortheHolding General the of General ShareholdersCompany, the of Meeting the attended Shareholders of be may by Meeting membersCompany’s Director General, of the Company’s t Management Board, ofCompany’s Audit Commission, the members the Internal the Committees of the Company, of Auditor of members Directors. of Board Company’s the of laws The general the present at mandatorily be nominees such of shareholders. meeting paragraph 11.1 of 27 of accordance with subparagraph In of the Association,11 of Articles Company’s the Article o (appointment) election the and Board Management members the and of Company termination ofearly their powers fall withincompetence the Directors Company. of of the the Board of Article 2.3 of the 2 of accordance with paragraph In th for Regulations Shareholders of is Meeting General the of presidium the of the and of Company General Director composed the General Meeting the General ofof the Company, Shareholders

265 Partial compliance Partial

stock company - addressing the election of election the of addressing Nominees are mandatorily present at the general general the present at mandatorily are Nominees shareholders of meeting of boardmembers the directors, the of director board, and members the management of general, of internal members the commission,theaudit and of the ofauditor the joint approval

ROSSETI ANNUAL REPORT 2013

136

2.11 of Article 2 of the Regulations Regulations the 2 of Article 2.11 of

paragraph 11.1 of Article the11 of nt Board, the heads of the Company’s divisions, divisions, Company’s the of the nt heads Board,

The Board of Board Directors decidedCompany The the of on March 29, 2010, to the approve Risk the Policy of Management Company. for the for Preparation Procedureand fortheHolding General members of the Board of the of Board Directors. members Pursuant to paragraph the of General ShareholdersCompany, the of Meeting the attended Shareholders of be may by Meeting membersCompany’s Director General, of the Company’s Manageme ofCompany’s Audit Commission, the members the Internal the Committees of the Company, of Auditor of members Directors. of Board Company’s Article 7.1 of the in 7 of paragraph for Provided Preparation the Holding Procedure and for for Regulations of Shareholders the Company. Meeting of the General 30 ofSubparagraph Articles of specifies that the Association Company’s the andof budget income expenditure consolidated is reviewed. Company

266

mpliance Compliance Compliance Co Board of Directors stock stock - -

stock company

- stock company has a risk management risk management a has company stock -

Internal documents ofInternal the joint participants in the procedure for registering contain of shareholders meeting the general associationjoint articlesthe of of The of ofboard the authority specify company in to the ofannual approval relation directors the and economicfinancial theof plan joint joint The directors the by approved of board procedure company

7 8 9

137 mpany the or General of the General the of

f Article 12 of the 12 of Article f Chairman ofCompany’sChairman the

centives for Senior Managers of the Company, of Senior Managers centives for

In accordance with subparagraph 27 of paragraph 11.1 of paragraph 11.1 of 27 of accordance with subparagraph In of the Association,11 of Articles Company’s the Article Director the of (appointment) election the and Board Management members the and of Company termination ofearly their powers fall withincompetence the Directors Company. of of the the Board of 12.5 o accordance with paragraph In Articles of Company’s Association, the terms and employment the conditions of including with contract, Director the Company’s of to the powers of the term respect Management Company’s membersthe of and General defined by are Board, the theofauthorized or Directors person by the Board the employment of to Board sign Directors Company’s contract. on also Directorsdecided Company of the of Board The 19, 2009, November Regulationsto the approve for In Financial ManagementCompany’s Additionally, Board. paragraph Nomination the and for Regulations the 2 of Article 2.2 of Committee of Remuneration the of Board Dir that include the Committee’s objectives specifies of determiningand of principles levels criteria developing the membersofof for Board Directors, remuneration Director of General the Management Board, of members co the and management Company, the manager. laying down the system of remuneration for membersthe of for remuneration of system the down laying

267

Compliance Compliance stock stock - -

board of directors of directors board stock company - suspend the powers of the of the powers suspend

The articles of associationjoint articlesthe of of The directors of right specify the board the of company to decision to a adopt appointeddirector general the by meetinggeneral shareholders of associationjoint articlesthe of of The right specify the the of company and to qualifications applicable requirements to set director the remunerationof for levels general, heads managementand the of board, ofmembers main divisions joint of the

10 11

ROSSETI ANNUAL REPORT 2013 rized

138

ade Securities of JSC Securitiesade JSC of Gr -

accordance with paragraph 12.5 of Article with paragraph 12 of 12.5 of the accordance In Articles of Association,and the terms Company’s of the Company’s contract employment ofconditions the of the Chairman defined by are the Board Management the person or autho Directors of Board Company’s to sign the the Company’s Board of Directors by contract. employment The Articles of Association and internal documents of the the of documents internal and Association of Articles The do not contain this provision.Company the of Company Meeting Shareholders of General The on June 28, 2013, moredecided (3) than to elect three Directors. of directorsBoard to the independent with 422Order No. Company the July of accordance of In the the Preparing 19, 2013, “On Procedure for Quarterly of Report of the Issuer Issue Directorsof the of Board members the of Russian Grids,” requestedare Company this to informationprovide on a basis. quarterly

268

mpliance Compliance Compliance Compliance Compliance Nonco forth in the forth stock -

(management company, (management

ho have received administrative received ho have stock company specify that as related to related that as specify company stock - stock company includes at least 3 independent includes least at stock company does not company stock include personsany - - The articles of joint articles association of the The the directors rightof specify board of the company the terms and to approve ofconditions contracts the of members and general director with the board management of documents association internal of or articles The the joint terms the approving and contracts conditions of with the director general membersand board,management the manager) of cast votes the membersby theof board of directors theare who director general membersofand the for into account not are taken board management tallying the votes of the purposes the directors of of board composition of the The joint the set fulfilling requirements directors Code Governance Corporate the of directors of board compositionthe of The joint economic of pronounced been guilty have who crimes or crimes against public interests authorities, authorities, public local of or government w or authorities tax, securities or business, finance, for penalties

12 13 14 15

9 13

rmation control control rmation

Grade Securities of JSC SecuritiesGrade JSC of - or Preparing the Preparing or Quarterly

, “On the , “On Procedure f the Company (paragraph 2, Appendix 5), each member member each (paragraph5), 2, Appendix Company the if to theelected ofBoard Directors of thefor Company the with 422Order No. Company the July of accordance of In 19, 2013 of Report of the Issuer Issue Directorsof the of Board members the of Russian Grids,” requestedare Company this to informationprovide on a basis. quarterly in paragraph for Provided 10.11 of Article the 10 of Articles of Association. Company’s 4.1 of paragraph 4.1.6. of in subparagraph for Provided CorporateCode 4 Governance the Company’s of Article in 8paragraph and the of of Code EthicsCorporate theof Company. accordance with forthe In Regulations Insider Information of shall: Directors Company of of the the Board of - his/her after business days time,first within 30 the insider info notify election/appointment, the of in many ofwriting how and whether department insider financial instruments heldare suchCompany’s by

269 Compliance Compliance Compliance Compliance Partial compliance compliance Partial - stock stock

- - joint

stock company stock company - - stock company on stock company -

ard of directors they serve or serve directorsof they ard its ct of interest to the board of directors of of interest to ct the board

that members of the board of directors are are directors of of board that members the stock company does not company stock include personsany - company market offenses market the of directors of board compositionthe of The joint who are member,a the director (manager), general employee an or management the of body, member a with jointthe competing corporate entity a of association articlesthe of of The theof members the election specify of company cumulative directors by vote of board documents ofInternal the joint specify lead to may or acts that will not to do any obligated joint the them and between interest of conflict a ifcompany stock conflict interestand, of any about to information disclose obligated are arises, the confli documents ofInternal the joint are directors of of board that members the specify directors in boardto writing the of notify obligated into transactionsintention to their enter of joint the of securities involving bo whose and dependent companies are or subsidiaries to disclose their about information obligated

16 17 18 19

ROSSETI ANNUAL REPORT 2013

140

e Company’s insider financial Company’s e paragraph 5.1 of the Article 5 of provided for in the applicable laws in applicable beprovidedthe and for

truments held by such truments held membertheat by the of end

reporting year 2013, the Board of Directors2013, of the of Board reporting the year promptly notify the Company and the authorized the and authorized the notify Company promptly within 30 days after ofend the quarter, reporting

In with accordance In for Holding Procedure and Convening the for Regulations of the of the Board Directors of Company, Meetings in accordance held are of the Directors of Board meetings Action of with the Board Planthe approved for Directors per but at least once 6 when weeks. and necessary, as and reporting quarter and with written proof of the transactions transactions the of proof with written and quarter reporting quarter member reporting such (directly in the by completed otherperson any through or on the acting instructions of in relation to th member) such member; - securitiestrading for agencies responsible governmental where regulation with department control information the insider provide proof the of written number the of Company’s insider ins financial instruments with in the applicable legalaccordance regulations. the In six once meetings every weeks. least held at Company personally responsible therefor; responsible personally -

270 Compliance Compliance -

stock company stock company stock company - -

completed transactions involving such securities such involving transactions completed documents ofInternal the joint holdsat of meetings board directors that the specify six every once weeks least ofjointthe directors of board The forholdswithin meetings which the joint the year prepares least at itsreport stock company annual six every once weeks

20 21

five (25) (25) five - 141 cle 3 of the cle the 3 of current assets - ecided on April on April ecided twenty

rs may in writing request, whether directly directly whether in request, writing may rs Articles 6, 7, and 8 ofRegulations the for rticle 11 of the Company’s Articles of the Association, 11 of Articles Company’s rticle the The Board of Directors of the Company d Company the of Directors of Board The 29, 2009, to theestablish Committee of Strategy the Board Provided for in for Provided andConvening the Holding Procedure of forMeetings the the of of Company. Directors Board paragraph 11.1 of 23 of accordance with subparagraph In A the of Board Directors the of Company of competence into decisions approving to enter tentatively includes involving thetransactions non Company’s to (10)percent ten from constituting ofbook valuethe date the assets the of percent such of of as into such to enter transaction. decision Arti 3.2 of accordance with paragraph In forConvening the Holding Procedure Regulations and for the of Meetings Board of Directors of the and Company 3 ofparagraph Regulations providing the for information to the the of member of Boardany members Directors, the of of Directo Board Secretaryof the through or the Directors of the of Board (or Company of the any that the Director General Company, performing the Company’s of the functions person other the document provide body) sole executive within issues falling on the to decide necessary information Directors. of the of Board the competence

271 Compliance Compliance Compliance Compliance Compliance stock company stock company - stock company stock company stock company - - - stock company’s - executive bodies and price 10 or constituting more

Internal documents ofInternal the joint of meetings theprocedure for the holding contain directors of board documents ofInternal the joint joint the of that any specify with the transactions except assets, the valueof the company’s of percent course of into in ordinary entered the where the by to board is subject business, approval of directors documents ofInternal the joint are directors of of board that members the specify to entitled obtain fromthe joint the of main divisions of heads such to provide that failure and functions liable being held entails information directors has boarda of The established committee planning on strategic or entrusted has its functions audit the for other (except committee to any the information necessary theirto perform forthem necessary information the

22 23 24 25

ROSSETI ANNUAL REPORT 2013

142

h the Nomination and and Nomination h the

executive directors. executive of Directors. of decidedon DirectorsCompany of the of Board The of Audit the Committee establish 25, 2008, to September Directors. of the Board independent and of is composed Audit Committee The non - Chairman the of The Audit Committee independent is an director. the of Remuneration Nomination Chairman and The director. Committee is an independent Provided for in for Provided Articles 9 of8 and the Regulations the for of Board Audit Directors the Committee of the of Company. The of the of Board Directors Company ondecided establis 25, 2008, to September of Committee Directors. of the Board Remuneration

272 Compliance Compliance Compliance Compliance Compliance Compliance Compliance stock -

they do notthey

stock company -

executive directors executive - stock company stock company interactsand - remuneration to committee) define joint stock company

- stock company, that provided -

company’s remuneration remuneration policycompany’s disclose any confidential confidential information disclose any committee or the nomination the or committee remuneration and committee) directors has boarda of The established committee that boardthe committee) provides (audit of the with regarding recommendations directors the of auditor with auditor the and internal commissionaudit the joint of includes committee audit compositionthe of The and non independent only independent an by chaired is committee audit The director documents ofInternal the joint are committee audit members that all the of specify to documents access information any and of granted the joint directors has boarda of The established committee (nomination and fornominees members selecting for of criteria the jointthe directors andof formulate board is committee remuneration nomination and The by independentan director chaired

26 27 28 29 30 31

oard ofoard

143

risks analysis and development of development of and risks analysis

Regulations for the Nomination and Remuneration the Remuneration for Nomination and Regulations nctions of this committee are performed by the Audit theby performed Audit are this nctions of committee Regulations for the Audit Committee of the Board of Board the of Audit the Committee for Regulations Regulations for the Strategy Committee of the Committee of B the for Strategy Regulations Regulations for the Valuation Committee of the Board Valuation the of for Regulations Board the Committee of

- JSC of Grids; Directors Russian The composition of the Nomination and Remuneration Nomination compositionthe and of The of Company. officers the any not Committee include does The Committee. hasRisk the not established Company The fu of Company. the Directors of Board Committee of the the for Strategy with Regultaions the accordance In of Company the Directors of Board Committee of the strategic to the Board Directorsrecommendations of the of forrisks shall fallminimization such of Company within of thecompetence the the Committee of Board Directors. not established has Company the of Directors of Board The Conflict Resolutionthe Corp orate Committee. to decided approve Company the of Directors of Board The Regulations: the following JSC of Grids; Directors Russian - - of Grids; JSC Directors of Board Russian Committee of the -

273

Compliance Noncompliance Partial compliance Partial

stock company - directors hasa established committee The composition ofThe nomination the and not include does committee any remuneration of joint the officers board of The other any to functions its entrusted has on risks or forthe (except or committee committee audit the committee) remuneration nomination and directors has boarda of The established committee resolution conflict has on corporate or committee its functionsentrusted other to any committee nomination the or committee audit the for (except committee) remuneration and

32 33 34

ROSSETI ANNUAL REPORT 2013 prove

144

the Investment, Technical Policy, Technical the Policy, Investment, Regulations for for Regulations Regulations for the Audit Committee of the Board of Board the of Audit the Committee for Regulations Regulations for the Society, Customer, Society, the Government and for Regulations

- Directors of JSC of Grids; Directors Russian - Committee Efficiency, and Innovation Energy Reliability, Directors of of JSCRussian the Board Grids; of - Board the Committee of Policy Relations and Information of Grids. JSC Di rectors of Russian not established has Company the of Directors of Board The Conflict Resolutionthe Corporate Committee. not established has Company the of Directors of Board The Conflict Resolutionthe Corporate Committee. to decided ap Company the of Directors of Board The Regulations: the following JSC of Grids; Directors Russian Ethics of the Company set forth the main tasks for mainthe forth set tasks for Company the of Ethics conflicts. of corporate settlement Corporate of Code the and Code Governance Corporate The

274 Compliance Compliance Noncompliance Noncompliance any officers any

stock company has stock company the internal stock company - - of the joint of The composition of the corporate conflict the corporate composition The of not include does committee resolution is conflict committee resolution corporate The by independentan director chaired joint The by approved documents directorsboard the of that committees of for the forming procedure specify their performing directors and of board the

35 36 37

; n

145 ;

of the Board the Board of Russian Grids Russian tion specify thetion specify

. Russian Grids

; ; Russian Grids Russian Russian Grids Russian Russian Grids Russian

e to ensure that independent directors mandatorily directors that independent ensure to e Regulations for the Investment, Technical Policy, theTechnical for Policy, Regulations Investment, Regulations for the Remuneratio for Nomination and Regulations Regulations for the Society, Customer, Society, the Government and for Regulations Regulations for the Strategy Committee of the Board of the Committee of Board the for Strategy Regulations Regulations for the Valuation Committee of the Board Valuation the of for Regulations Board the Committee of

- Committee Policy Relations and Information of JSC Directors of - JSC of Directors - - JSC of Directors - of JSC Directors of Board Committee of the Committee Efficiency, and Innovation Energy Reliability, Directors of of JSC the Board of The Articles of Association ArticlesdoCompany of the The of not contain theprovisions regarding procedure forany determining the has whether of theBoard Directors that quorum makes it possibl in participate meetings the of Board Directors the of Company. Associationis ArticlesCompany of in the The of with lawsthe theof accordance Russian Federation associa of company’sarticles a whereby meetingforquorum a of company’s boardofsuch directors shouldquorum but such less than not the be half elected directors. board such of of company’s members the 11 of Article 11.3 of accordance with paragraph In

275 Noncompliance stock -

mandatorily participate in meetings of participatethemandatorily in meetings

board of directors of board functions associationjoint articlesthe of of The determining for procedure the contain company directorsboard the of quorum the has that whether it possibleto makes that independent ensure directors

ROSSETI ANNUAL REPORT 2013

ticles ofticles

146 loans, for except major Management Board. Management

ssociation, any decisions adopted decisions adopted any ssociation, tentatively approving tentatively decisions on

al of the property that property constitutesfixes the of al the thecompetence of of of Board Directors

stock company’s obtaining obtaining stock company’s - accordance with subparagraph 24, subparagraph 25, of 24, subparagraph 25, of accordance with subparagraph The Articles ofThe Association of specifies the the existence the of body Executive as collegial Board a Management Company. decidedon DirectorsCompany of the of Board The 2009, to establish 28, December the documents Associationof internal do not and Articles The transactions and that any property specify real involving the joint the by to approval subject business, are of course board. management In 11.1 ofArticle 11 of paragraph Company’s the Ar Association, the Company includes several into (including entering transactions Company the or with transactions) in the disposal connection associated possible dispos transactions and except where entered into in the ordinary ordinary into in entered the where except and transactions

Company’s Articles of of Articles A Company’s qualifiedtheir if legally are Directors of Board the by members thethe of half least discussion at involved Directors. of Board Company’s

276

Compliance Compliance Noncompliance Noncompliance Executive bodies Executive - nto in the

stock company specify that any that specify company stock - stock company has established a collegial a established stock company has - The joint The (management board) body executive of documents association internal of or articles The the joint joint the and property real involving transactions obtaining loans, for except company’s stock major i entered where except and transactions business,ordinary of course subjectare to approval board the management by

39 40

- ring intoring in - 147

loans, advances, loans, advances, guarantees, rectors. transactions.

progress not theintended for generation, - in -

sion, dispatching, distributionsion, and dispatching, of electricity y’s Articles of Association provides for defining a a defining for provides Association of Articles y’s assets, intangible assets, construction and intangible assets, and transmission, dispatching, generation, the for intended heat, and and tentatively also distribution electricity of ente Company on the decisions approving several (including in transactions) associated transactions the of possible disposal with disposal or the connection assets, and fixes intangible that assets, constitutes property construction transmis heat. and the Article 11 of paragraph 11.1 of 20 of Subparagraph a defining of for Articles provides Association Company’s and obtaining the decisions adopting and concerning policy of(extending) granting and pledges suretyship in accordance with the procedure of Directors. the Company`s by Board defined . Internal documents do not contain the procedure for documentsprocedure the do not contain Internal of such approval obtaining 20 ofparagraphSubparagraph 11.1 of Article the11 of Compan the obtaining decisionsand adopting and concerning policy pledges guarantees, advances, loans, of (extending) granting in suretyship accordance with procedure bythe and defined of Board Di the Company’s

277

Noncompliance Noncompliance stock - stock company - than those conducted under thethan under conducted those

Internal documents ofInternal the joint procedure for the ofcontain any obtaining approval other transactions and economicfinancial theof plan joint company

ROSSETI ANNUAL REPORT 2013

148 Grade Securities of JSC SecuritiesGrade JSC of SecuritiesGrade JSC of - - vide thisvide information on a

, “On the the Preparing , “On Procedure for Quarterly forts to prevent any situations tothe Management any prevent forts where ompany are requestedare thisompany to informationprovide on a The Articles of Association and internal documents do not documents Associationof internal do not and Articles The this provision.contain In with 422Order No. Company the July of accordance of In the the Preparing 19, 2013, “On Procedure for Quarterly of Report of the Issuer Issue Directorsof the of Board members the of Russian Grids,” C basis. quarterly with 422Order No. Company the July of accordance of In 19, 2013 of Report of the Issuer Issue Directorsof the of Board members the of Russian Grids,” pro to requested are Company basis. quarterly However, the Company’s Code of Corporate Ethics Company’s of Corporate the Code However, shall use its best provision that the Company the contains ef with into conflict come interests the may Organization’s

278 nce

Compliance Compliance Complia Noncompliance Noncompliance

- stock - joint stock company stock company - authorities, interests interests authorities, ovision company management of

stock company specify that the company stock -

stock company does not company stock include personsany does not company stock include personsany - - company The compositionthe of The of bodies executive the joint who are member,a the director (manager), general employee an or management the of body, member a with the competing corporate entity a of compositionthe of The of bodies executive the joint economic of pronounced been guilty have who crimes or crimes against public authorities, public local of or government administrative received who have or authorities tax, securities or business, finance, for penalties the sole of the functions offenses. market If body executive performedare by managementa or manager,director the company a then general of board the the of management members and fulfillthemanager the or company management and applicable general director to the requirements ofmembers the management boardof the joint stock company of documents association internal of or articles The the joint must (manager) not perform company management have similar or competitor for functions a any any with relations the joint property the than other pr

42 43 44

149

lders shall be ruled out. shall be ruled lders d economic activities of the of activities d economic

In accordance with paragraph 4.3Company’s the with of paragraph accordance In Governance Board Corporate Code, the Management of Directors to Board basis the submits quarterly on a an on financial reports Company. provisions are These containedbetween in contracts the the theand Company DirectorGeneral membersthe of and Board. Management Company’s interests. Any abuse power interests. of official Any to the Company’s or detriment or third to the party of of the any abuser benefit or its shareho the Company Company’s the 4 of Article in 4.2 of paragraph for Provided Code. Governance Corporate do not documents Associationof internal and Articles The this provision.contain

279

Compliance Compliance Compliance Noncompliance Noncompliance Partial compliance Partial

documents ofdocuments stock company stock company stock company stock company stock company - stock company - - -

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45 46 47 48

ROSSETI ANNUAL REPORT 2013

150 ard of of Directors. ard stock company’s bodies stock company’s and - day activities of the Board of Board the of activities day - to paragraph 4.1 of the Article 4 of - te Governance and Shareholder Relations.te Shareholder and Governance ors is provided by of the of the Secretary Board ors is by provided Compliance by the joint by Compliance In with accordance In for Holding Procedure and Convening the for Regulations of the of the Board Directors Company, of Meetings technical (information, protocol, document, secretary) day the support for Direct of the in accordance Directors acting Company with the Regulations, these Company, the of Association of Articles internal documents Company other the and of on the and Bo of the Chairman instructions of the the procedural requirements with the guaranteeing officers interests of statutory and rights of protection and exercise is the by ensured company’s shareholders the Department Corpora for in paragraphs for Provided 4.3 of 4.2 and theArticle 4 of for Holding Procedure and Convening the for Regulations the of Company. of of Board Directors the Meetings

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58 59 60 61 62

ROSSETI ANNUAL REPORT 2013

154

ement Board of the Company, members ement of the Company, Board of the

Additionally, in with theAdditionally, accordance Regulations the for Manag should with the Company Management Board provide the securitiesconcerning information Company’s that they completed on the shouldinformation hold disclose and such involving securities. transactions is disclosedwith the in accordance Information Federation Russian the of laws in the se t forth requirements the Policy of for Information Regulations the and Company. decidedon DirectorsCompany of the of Board The for Regulations the Insider 27, 2012, to approve December in restated version. Company of the Information decidedon DirectorsCompany of the of Board The for Regulations the Internal 29, 2011, to approve December Control Procedures.

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63 64 65

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66 67 68 69 70

ROSSETI ANNUAL REPORT 2013

156

The Articles of Association of the Company do not contain do not contain Company the of Association of Articles The this provision. documents ofInternal the do Company not contain this procedure. of General ofMeeting Shareholders The the Company Regulations the 30, 2008, to on December approve decided Audit Commission the Company. of the for Internal in paragraph for Provided 3.2 ofArticle 3 the of of Board Audit the the of for Committee Regulations provided for provided members the Company’s of Internal Audit of after business days receipt (2) Commission two within such request. Article 4.4 of the in 4 of paragraph for Provided the of Control Procedures for Internal Regulations Company.

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76 77 78

ROSSETI ANNUAL REPORT 2013

158

Date 2/7/2013 20.03.2013 23.01.2013 23.01.2013 Implementation

12.03.2013 22.01.2013 23.01.2013 01.02.2013 Date of IssueDate

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Federation Federation Federation the Russian the Russian the Russian Government Government Government Government I. Shuvalov I. I. N. Linchenko N. Linchenko N. Linchenko D. A. Medvedev D. A. Government of the Government of the Government Russian Federation Russian Federation Executive Office of Office Executive of Office Executive of Office Executive 815 1331 8363 1745 1791 - - - - - 6 5 5 5 5

ROSSETI ANNUAL REPORT 2013

160

06.07.2013 16.07.2013 09.07.2013 01.08.2013 22.08.2013 05.08.2013 22.08.2013 10.06.2013 04.07.2013 27.06.2013 03.07.2013 23.07.2013 30.07.2013 30.07.2013 l

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ROSSETI ANNUAL REPORT 2013

162

26.09.2013 18.09.2013 24.09.2013 10.09.2013 20.09.2013 10/31/2013 05.09.2013 18.09.2013 16.09.2013 05.09.2013 16.09.2013 23.09.2013

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163

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ROSSETI ANNUAL REPORT 2013

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07.11.2013 26.11.2013 11.11.2013 11.11.2013 05.12.2013 12/11/2013 28.10.2013 11.11.2013 06.11.2013 01.1 1.2013 11.11.2013 07.11.2013

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ROSSETI ANNUAL REPORT 2013

166

29.01.2014 03.12.2013 12/15/2013 12/30/2013 04.12.2013 03.12.2013 02.12.2013

296

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167

27.12.2013 12.12.2013 16.12.2013 09.12.2013 17.12.2013 10.12.2013 10.12.2013 10.12.2013 04. 12.2013 06.12.2013

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ROSSETI ANNUAL REPORT 2013

168

16.12.2013 25.12.2013 28.12.2013 30.12.2013 16.12.2013 23.12.2013 10.12. 2013 30.12.2013

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298

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9.9. Minutes of the meeting Board of Directors 9.9. Minutes of the meeting Board of Directors and Issues considered by Committees of the Boardand of Directors Issues of the considered Company by Committees of the Board of Directors of the Company

M I N U T E S

of the Meeting of the Board of Directors

January 24, 2013 No. 105

Moscow

299 Chairman of the Board of Directors of JSC IDGC Holding G. V. Boos

Present were:

- members of the Board of Directors: S. R. Borisov, B. G. Zingarevich, V. V. Kudryavy, S. Remes, and V. V. Tatsiy;

- members of the Board of Directors P. A. Borodin, V. M. Kravchenko, S. V. Serebryannikov, E. B. Titova, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets provided their written opinions on the items on the agenda of the meeting;

- responsible officers of JSC IDGC Holding:

A. Ye. Murov, A. V. Demidov, I. V. Khvalin, V. A. Goncharov, Yu. V. Goncharov, D. I. Romeyko, I. A. Alimuradova, Ye. V. Prokhorov, O. V. Shatokhina, A. A. Zakharov, I. N. Sukharnikova, M. V. Izmaylov, and S. D. Obolentseva;

- First Deputy Chairman of the Management Board of JSC FGC UES A. V. Kazachenkov;

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ROSSETI ANNUAL REPORT 2013

- Acting Director General of JSC Tyumenenergo P. A. Mikheyev;

- Acting Director General of IDGC of South, JSC V. F. Vashkevich;

- Acting Director General of JSC MOESK P. A. Sinyutin;

- Head of the Administrative Office of the Chairman of the Board of Directors of JSC IDGC Holding V. A. Zakharova;

- Secretary of the Board of Directors of G. A. Kizaryants.

Of the 15 elected members of the Board of Directors of JSC IDGC Holding, six attended the meeting. Eight members of the Board of Directors sent their written opinions.

300 The meeting of the Board of Directors of JSC IDGC Holding had a quorum.

Agenda

1. Nominations for the directors general of subsidiaries and dependent companies of JSC IDGC Holding:

1.1. Nomination for the Director General of JSC Tyumenenergo;

1.2. Nomination for the Director General of IDGC of South, JSC;

1.3. Nomination for the Director General of JSC MOESK (additional notice No. SD-10 of January 22, 2013).

2. Consideration of proposals for streamlining the management and control system for the business process “Implementing the Programs Financed from Federal Budget Funds” for the purposes of the performance of the agreements with the Ministry of Energy of the Russian Federation for the provision of budget investments, including ensuring the proper and efficient use of federal budget funds (including routine control procedures as part of procurement operations) and organizing construction supervision.

3. Review of the report of the management organization, JSC FGC UES, for the period from July 10, 2012, to September 30, 2012, on the powers exercised under Agreement for the Transfer of the Powers of JSC Interregional Distribution Grid Companies Holding’s Sole Executive Body No. 1007 of July 10, 2012.

170

4. Approval of the Annual Comprehensive Procurement Program for Goods, Work, and Services for JSC IDGC Holding for 2013.

5. Review of the consolidated investment program of JSC IDGC Holding for 2012–2017 based on the tariff and balancing decisions received on November 1, 2012.

6. Report of the sole executive body of JSC IDGC Holding on the implementation of the instructions issued by the Board of Directors of JSC IDGC Holding (pursuant to Minutes of the Meeting No. 96 of October 5, 2012).

7. Election of a member of the Management Board of JSC IDGC Holding (additional notice No. SD-10 of January 22, 2013).

At the suggestion of Chairman of the Board of Directors of JSC IDGC Holding G. V. Boos, the agenda of the meeting was changed as follows:

- The order of hearing the subitems of Item 1 was changed:

1. Nominations for the directors general of subsidiaries and dependent companies of JSC IDGC Holding: 301 1.1. Nomination for the Director General of JSC MOESK.

1.2. Nomination for the Director General of JSC Tyumenenergo;

1.3. Nomination for the Director General of IDGC of South, JSC;

- The following items were postponed:

Postponed until February.

7. Election of a member of the Management Board of JSC IDGC Holding.

Postponed until ready.

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ROSSETI ANNUAL REPORT 2013

1. Nominations for the directors general of subsidiaries and dependent companies of JSC IDGC Holding:

1.1. THE FOLLOWING PERSON WAS HEARD:

A. Ye. Murov

Nomination for the Director General of JSC MOESK.

THE FOLLOWING PERSONS REPORTED:

P. A. Sinyutin, G. V. Boos, S. Remes, and S. R. Borisov

IT WAS RESOLVED AS FOLLOWS:

The proposal of JSC IDGC Holding shall be accepted with respect to the nomination of Pyotr Alekseyevich Sinyutin for the Director General of JSC MOESK for a term of three years.

G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. 302 Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, and T. Hendel voted “For.”

E. B. Titova, P. O. Shatsky, and N. N. Shvets did not participate in the voting

Approved unanimously.

FOR THE RECORD ONLY:

The sole executive body and the Executive Director of JSC IDGC Holding shall prepare and submit for consideration by a meeting of the Society, Customer, and Government Relations and Information Policy Committee of the Board of Directors of JSC IDGC Holding the issue related to the development of programs to shape and evolve a positive public image in JSC MOESK, JSC LENENERGO, and JSC IDGC Holding and the cross-correlation of these programs, these programs to be subsequently submitted for review by the Board of Directors of JSC IDGC Holding.

Deadline: March 2013.

1.2. THE FOLLOWING PERSON WAS HEARD:

A. Ye. Murov 172

Nomination for the Director General of JSC Tyumenenergo.

THE FOLLOWING PERSONS REPORTED:

G. V. Boos, S. Remes, A. V. Demidov, V. V. Tatsiy, S. R. Borisov, and V. V. Kudryavy

IT WAS RESOLVED AS FOLLOWS:

The proposal of JSC IDGC Holding shall be accepted with respect to the nomination of Pavel Alexandrovich Mikheyev for the Director General of JSC Tyumenenergo for a term of three years.

G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

Approved unanimously.

FOR THE RECORD ONLY: 303

The sole executive body and the Executive Director shall prepare and submit for consideration by a joint meeting of the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee of the Board of Directors of JSC IDGC Holding and the Society, Customer, and Government Relations and Information Policy Committee of the Board of Directors of JSC IDGC Holding the issue related to the implications of the termination of last mile agreements, measures to reduce lost income affecting subsidiaries and dependent companies of JSC IDGC Holding due to interrupted electricity consumption, and their impact on tariffs for small and medium-sized businesses on the basis of the analyzed situation in JSC Tyumenenergo and Krasnoyarskenergo, a branch of IDGC of Siberia, JSC, this issue to be subsequently submitted for consideration by the Board of Directors of JSC IDGC Holding, with JSC Tyumenenergo and Krasnoyarskenergo, a branch of IDGC of Siberia, JSC, together with representatives of Business Russia and OPORA RUSSIA, to be invited.

Deadline: February 2013.

1.3. THE FOLLOWING PERSON WAS HEARD:

A. Ye. Murov

Nomination for the Director General of IDGC of South, JSC.

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ROSSETI ANNUAL REPORT 2013

THE FOLLOWING PERSONS REPORTED:

G. V. Boos, S. Remes, S. R. Borisov, I. A. Alimuradova, and A. V. Demidov

IT WAS RESOLVED AS FOLLOWS:

The proposal of JSC IDGC Holding shall be accepted with respect to the nomination of Vladimir Frantishkovich Vashkevich for the Director General of IDGC of South, JSC for a term of three years.

Approved unanimously.

2. THE FOLLOWING PERSON WAS HEARD:

304 D. I. Romeyko

Consideration of proposals for streamlining the management and control system for the business process “Implementing the Programs Financed from Federal Budget Funds” for the purposes of the performance of the agreements with the Ministry of Energy of the Russian Federation for the provision of budget investments, including ensuring the proper and efficient use of federal budget funds (including routine control procedures as part of procurement operations) and organizing construction supervision.

THE FOLLOWING PERSONS REPORTED:

G. V. Boos and S. Remes

IT WAS RESOLVED AS FOLLOWS:

2.1. The framework shall be approved for the proposals submitted by the sole executive body of JSC IDGC Holding with respect to the configuration of the business process “Implementing the Programs Partially or Fully Financed from Federal Budget Funds” for the purposes of the performance of the agreements with the Ministry of Energy of the Russian Federation for the provision of budget investments (Appendix 1).

174

2.2. The management organization performing the functions of the Company’s sole executive body shall be instructed to develop and cause to be approved by the management bodies of the Company and its subsidiaries and dependent companies within two months the Schedule of the Business Process “Implementing the Programs Financed from Federal Budget Funds” containing a breakdown by management level and defining the functions and responsibilities of divisions of the Company and its subsidiaries and dependent companies.

Approved unanimously.

FOR THE RECORD ONLY:

In preparing any materials for consideration by meetings of the Board of Directors, the sole executive body, the Executive Director of JSC IDGC Holding, and the Secretary of the Board of Directors of JSC IDGC Holding shall include in draft decisions the deadlines for submitting reports on the implementation of the instructions issued by the Board of Directors of JSC IDGC Holding. 305 The sole executive body and the Executive Director of JSC IDGC Holding shall be instructed to submit before March 25, 2013, to the Board of Directors of JSC IDGC Holding a report on the implementation of the adopted decision contained in paragraph 2.2 of this item.

4. THE FOLLOWING PERSON WAS HEARD:

V. A. Goncharov

Approval of the Annual Comprehensive Procurement Program for Goods, Work, and Services for JSC IDGC Holding for 2013.

THE FOLLOWING PERSONS REPORTED:

G. V. Boos, S. R. Borisov, S. Remes, and A. V. Demidov

IT WAS RESOLVED AS FOLLOWS:

4.1. The Annual Comprehensive Procurement Program for Goods, Work, and Services for JSC IDGC Holding for 2013 shall be approved (Appendix 2).

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ROSSETI ANNUAL REPORT 2013

4.2. Note shall be taken of information concerning the characteristics of the Consolidated Annual Comprehensive Procurement Program of Subsidiaries and Dependent Companies of JSC IDGC Holding for 2013 (Appendix 3).

G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

V. M. Kravchenko voted “Against.”

E. B. Titova and P. O. Shatsky “Abstained.”

Approved by a majority of votes.

5. THE FOLLOWING PERSON WAS HEARD:

V. A. Goncharov

Review of the consolidated investment program of JSC IDGC Holding for 2012–2017 based on the tariff and balancing decisions received on November 1, 2012.

306

THE FOLLOWING PERSON REPORTED:

G. V. Boos

IT WAS RESOLVED AS FOLLOWS:

Assent shall be given to the adjusted consolidated investment program of JSC IDGC Holding for 2012 and for 2013–2017 based on the tariff and balancing decisions received on November 1, 2012, as separately approved for each of JSC IDGC Holding’s subsidiaries and dependent companies in accordance with the applicable laws of the Russian Federation (Appendix 4).

G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. V. Kudryavy, S. Remes, V. V. Tatsiy, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

V. M. Kravchenko voted “Against.”

E. B. Titova and S. V. Serebryannikov “Abstained.”

Approved by a majority of votes.

176

Written opinion by member of the Board of Directors of JSC IDGC Holding P. A. Borodin on Items 1–7 on the agenda of the meeting attached hereto (Appendix 5).

Written opinion by member of the Board of Directors of JSC IDGC Holding V. M. Kravchenko on Items 1–7 on the agenda of the meeting attached hereto (Appendix 6).

Written opinion by member of the Board of Directors of JSC IDGC Holding E. B. Titova on Items 1.1, 1.2, and 2–6 on the agenda of the meeting attached hereto (Appendix 7).

Written opinion by member of the Board of Directors of JSC IDGC Holding S. V. Serebryannikov on Items 1–7 on the agenda of the meeting attached hereto (Appendix 8).

Written opinion by member of the Board of Directors of JSC IDGC Holding D. V. Fedorov on Items 1–7 on the agenda of the meeting attached hereto (Appendix 9).

Written opinion by member of the Board of Directors of JSC IDGC Holding T. Hendel on Items 1–7 on the agenda of the meeting attached hereto (Appendix 10).

Written opinion by member of the Board of Directors of JSC IDGC Holding P. O. Shatsky on Items 1.1, 1.2, and 2–6 on the agenda of the meeting attached hereto (Appendix 11).

Written opinion by member of the Board of Directors of JSC IDGC Holding N. N. Shvets on Items 1.1, 1.2, and 2–6 on the agenda of the meeting attached hereto (Appendix 12). 307

G. V. Boos

Chairman of the Board of Directors

G. A. Kizaryants

Secretary of the Board of Directors

Date of the Minutes of the Meeting: January 25, 2013

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ROSSETI ANNUAL REPORT 2013

M I N U T E S

of the Meeting of the Board of Directors

February 1, 2013 No. 106

Moscow

308

The decision of the Board of Directors of JSC IDGC Holding was approved by absentee voting (voting by ballot).

The following members of the Board of Directors participated in the voting: G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, E. B. Titova, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets.

A. R. Bokarev and V. V. Tatsiy did not participate in the voting.

Agenda:

1. Approval of the information infrastructure services agreement to be entered into by and between JSC IDGC Holding and OOO IT Energy Service, which is a related party transaction.

2. Approval of the agreement for services in relation to providing technical support for users and holding presentations, conferences, and meetings required by JSC IDGC Holding to be entered into by and between JSC IDGC Holding and OOO IT Energy Service, which is a related party transaction.

3. Implementation of a decision adopted by the Board of Directors of JSC IDGC Holding (paragraph 5.3 of Minutes No. 94 of September 14, 2012): the report of the sole executive body of JSC IDGC Holding:

178

- consideration by the management bodies of subsidiaries and dependent companies of JSC IDGC Holding (hereinafter, “SDCs”) the issues related to submitting for approval the adjusted innovative development programs of SDCs and related to payment by SDCs as a contribution to the Endowment Fund of the Skolkovo Institute of Science and Technology (hereinafter, the “Fund”);

- payment by SDCs as a contribution to the Fund.

4. Approval of the terms and conditions of the addendum to Services Agreement for Keeping the Register of Holders of Registered Securities No. 184-08 of July 1, 2008, with ZAO STATUS Registration Company.

5. Defining of the position of JSC IDGC Holding (representatives of JSC IDGC Holding) on the items on the agendas of the Board of Directors and the Extraordinary General Meeting of Shareholders of Kubanenergo.

6. Defining of the position of JSC IDGC Holding (representatives of JSC IDGC Holding) on the items on the agendas of the Board of Directors and the Extraordinary General Meeting of Shareholders of Northern Caucasus, JSC.

7. Approval of the transaction associated with the acquisition by the Russian Federation of additional shares in JSC IDGC Holding, which is a related party transaction.

309

1. Approval of the information infrastructure services agreement to be entered into by and between JSC IDGC Holding and OOO IT Energy Service, which is a related party transaction.

IT WAS RESOLVED AS FOLLOWS:

The information infrastructure services agreement to be entered into by and between JSC IDGC Holding and OOO IT Energy Service, which is a related party transaction, shall be approved subject to the following material terms and conditions:

Parties to the agreement:

JSC IDGC Holding as the Customer;

OOO IT Energy Service as the Contractor.

Subject matter of the agreement:

As requested by the Customer in writing, the Contractor agrees to provide information infrastructure services, and the Customer agrees to pay for such services.

Price of the agreement:

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ROSSETI ANNUAL REPORT 2013

The total price of the services provided under the agreement may not be in excess of eleven million, nine hundred thirty-five thousand, six hundred twenty-nine (11,935,629) rubles and 20 kopecks, inclusive of VAT at 18%.

Period of the services provided under the agreement:

Period of the services: from August 23, 2012, to and including August 22, 2013.

Term of the agreement:

G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, T. Hendel, and P. O. Shatsky voted “For.”

N. N. Shvets, V. M. Kravchenko, E. B. Titova, and D. V. Fedorov, failing to be independent directors, did not participate in the voting.

Approved unanimously by independent directors who were not related parties to the transaction.

310

IT WAS RESOLVED AS FOLLOWS:

The agreement for services in relation to providing technical support for users and holding presentations, conferences, and meetings required by JSC IDGC Holding to be entered into by and between JSC IDGC Holding and OOO IT Energy Service, which is a related party transaction, shall be approved subject to the following material terms and conditions:

Parties to the agreement:

JSC IDGC Holding as the Customer

OOO IT Energy Service as the Contractor

Subject matter of the agreement:

As requested by the Customer in writing on a monthly basis, the Contractor agrees to provide the following services:

180

Services in relation to technical support for hardware and software;

Services in relation to customized IT and computer communication support for particular groups of the Customer’s users;

Services in relation to technical assistance and support for meetings, presentations, and conferences of the Customer, and the Customer agrees to pay for such services.

Price of the agreement:

The total price of the services provided under the agreement may not be in excess of sixteen million, four hundred eighty-one thousand (16,481,000) rubles and 00 kopecks, inclusive of VAT at 18%.

Period of the services provided under the agreement:

Period of the services: from August 23, 2012, to and including July 31, 2013.

Term of the agreement:

The agreement becomes effective as of its execution and remains in full force and effect until the parties perform all of their respective obligations. The terms and conditions of the agreement retroactively apply to the relationship between the parties that came into existence on August 23, 2012. 311 G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, T. Hendel, and P. O. Shatsky voted “For.”

N. N. Shvets, V. M. Kravchenko, E. B. Titova, and D. V. Fedorov, failing to be independent directors, did not participate in the voting.

Approved unanimously by independent directors who were not related parties to the transaction.

- payment by SDCs as a contribution to the Fund.

IT WAS RESOLVED AS FOLLOWS: 181

ROSSETI ANNUAL REPORT 2013

Note shall be taken of the report of the sole executive body of JSC IDGC Holding (Appendix 1).

G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, E. B. Titova, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

Approved unanimously.

IT WAS RESOLVED AS FOLLOWS:

The terms and conditions of the addendum to Services Agreement for Keeping the Register of Holders of Registered Securities No. 184-08 of July 1, 2008, with ZAO STATUS Registration Company shall be approved (Appendix 2).

312 G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, E. B. Titova, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

Approved unanimously.

IT WAS RESOLVED AS FOLLOWS:

5.1. Concerning the item on the agenda of the meeting of the Board of Directors of Kubanenergo “Agenda of the Extraordinary General Meeting of Shareholders of Kubanenergo,” representatives of JSC IDGC Holding shall be instructed to vote “For” the inclusion of the following item on the agenda of the Extraordinary General Meeting of Shareholders of Kubanenergo:

- Increase in the authorized capital of Kubanenergo by means of the placement of additional shares.

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5.2. Concerning the item “Increase in the authorized capital of Kubanenergo by means of the placement of additional shares,” a representative of JSC IDGC Holding at the Extraordinary General Meeting of Shareholders of Kubanenergo shall be instructed to vote “For” the following decision:

The authorized capital of Kubanenergo shall be increased by means of the placement of additional uncertificated registered ordinary shares, each with a par value of one hundred (100) rubles, in the quantity ensuring that JSC IDGC Holding will contribute the amount of at most fourteen billion, seven hundred seven million, seventy-nine thousand (14,707,079,000) rubles received by JSC IDGC Holding from the federal budget and JSC IDGC Holding’s own funds of at most one billion, seven hundred eighty-seven million, five hundred twenty thousand (1,787,520,000) rubles and that JSC IDGC Holding’s stake in the authorized capital of Kubanenergo will be kept subject to the following principal terms and conditions:

1) placement method: public offering;

2) offering price (including with respect to the persons included on the list of the persons having the preemptive right to acquire placed additional shares) of one additional share: determined on the basis of the weighted average price of transactions closed in the process of MICEX Stock Exchange trading in relation to ordinary shares in Kubanenergo for a period of one year ending five business days prior to the date of the meeting of the Board of Directors of Kubanenergo whose agenda includes the issue concerning the determination of the offering price of additional 313 shares in Kubanenergo;

3) method of payment for additional shares: payment for additional shares is made in cash in Russian rubles by bank transfer into Kubanenergo’s settlement account;

4) percentage of additionally issued securities that, if unplaced, causes the additional issue of securities to be held abortive: 75 percent of the total quantity of placed securities constituting the additional issue.

G. V. Boos, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

S. R. Borisov and E. B. Titova “Abstained.”

Approved by a majority of votes.

IT WAS RESOLVED AS FOLLOWS:

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6.1. Concerning the item on the agenda of the meeting of the Board of Directors of Northern Caucasus, JSC “Agenda of the Extraordinary General Meeting of Shareholders of Northern Caucasus, JSC,” representatives of JSC IDGC Holding shall be instructed to vote “For” the inclusion of the following item on the agenda of the Extraordinary General Meeting of Shareholders of Northern Caucasus, JSC:

- Increase in the authorized capital of Northern Caucasus, JSC by means of the placement of additional shares.

6.2. Concerning the item “Increase in the authorized capital of Northern Caucasus, JSC by means of the placement of additional shares,” a representative of JSC IDGC Holding at the Extraordinary General Meeting of Shareholders of Northern Caucasus, JSC shall be instructed to vote “For” the following decision:

The authorized capital of Northern Caucasus, JSC shall be increased by means of the placement of additional uncertificated registered ordinary shares, each with a par value of one (1) ruble, in the quantity ensuring that JSC IDGC Holding will contribute the amount of at most two billion, five hundred forty-four million (2,544,000,000) rubles received by JSC IDGC Holding from the federal budget and that JSC IDGC Holding’s stake in the authorized capital of Northern Caucasus, JSC will be kept subject to the following principal terms and conditions:

1) placement method: public offering; 314 2) offering price (including with respect to the persons included on the list of the persons having the preemptive right to acquire placed additional shares) of one additional share: determined on the basis of the weighted average price of transactions closed in the process of MICEX Stock Exchange trading in relation to ordinary shares in Northern Caucasus, JSC for a period of three months ending five business days prior to the date of the meeting of the Board of Directors of Northern Caucasus, JSC whose agenda includes the issue concerning the determination of the offering price of additional shares in Northern Caucasus, JSC;

3) method of payment for additional shares: payment for additional shares is made in cash in Russian rubles by bank transfer into Northern Caucasus, JSC’s settlement account;

G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

E. B. Titova “Abstained.”

Approved by a majority of votes.

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7. Approval of the transaction associated with the acquisition by the Russian Federation of additional shares in JSC IDGC Holding, which is a related party transaction.

IT WAS RESOLVED AS FOLLOWS:

7.1. The value of additional shares in JSC IDGC Holding to be acquired by the Russian Federation shall be twenty-four million, nine hundred ninety-nine thousand, nine hundred ninety- nine (24,999,999) rubles and 84 kopecks.

7.2. The transaction associated with the acquisition by the Russian Federation of additional shares in JSC IDGC Holding, which is a related party transaction, (hereinafter, the “Transaction”) shall be approved subject to the following terms and conditions:

Parties to the Transaction: JSC IDGC Holding (“Company”) and the Russian Federation represented by the Ministry of Energy of the Russian Federation (“Ministry”) and the Federal Agency for State Property Management of the Russian Federation (“Agency”).

Subject matter of the Transaction: the Russian Federation represented by the Ministry funnels federal budget funds to the Company’s authorized capital within the limits specified in Federal Law No. 216-FZ of December 3, 2012, “On the Federal Budget for 2013 and the Planning Period of 2014 and 2015” in the amount of twenty-four million, nine hundred ninety-nine thousand, 315 nine hundred ninety-nine (24,999,999) rubles and 84 kopecks for the purpose of implementing the Program to Renew Cable Lines of 6–110 kV in Saint Petersburg.

The Company transfers to the ownership of the Russian Federation represented by the Agency additionally issued uncertificated registered ordinary shares (state registration number of the issue: 1-01-55385-Е-003D of December 3, 2012) in JSC Interregional Distribution Grid Companies Holding to be placed after the expiration of the preemptive right period in the quantity of eleven million, five hundred seventy-four thousand, seventy-four (11,574,074) shares (hereinafter referred to as the “Shares”).

Par value of one Share: one (1) ruble.

The offering price of the Shares was determined by the decision adopted by the Company’s Board of Directors on October 15, 2012, (Minutes of the Meeting No. 98 of October 17, 2012) and is two (2) rubles and 16 kopecks for one Share.

Method of payment for the Shares: cash in Russian rubles by bank transfer into the Company’s settlement account.

G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. V. Kudryavy, S. V. Serebryannikov, T. Hendel, and P. O. Shatsky voted “For.”

S. Remes “Abstained.”

N. N. Shvets, V. M. Kravchenko, E. B. Titova, and D. V. Fedorov, failing to be independent directors, did not participate in the voting.

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Approved by a majority of votes of independent directors who were not related parties to the transaction.

Ballots attached.

G. V. Boos

Chairman of the Board of Directors

G. A. Kizaryants

Secretary of the Board of Directors

316

Date of the Minutes of the Meeting: February 4, 2013

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M I N U T E S of the Meeting of the Board of Directors

February 15, 2013 No. 107

Moscow

317 The decision of the Board of Directors of JSC IDGC Holding was approved by absentee voting (voting by ballot).

The following members of the Board of Directors participated in the voting: G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, T. Hendel, P. O. Shatsky, and N. N. Shvets.

A. R. Bokarev, E. B. Titova, and D. V. Fedorov did not participate in the voting.

Agenda:

1. Convocation of the Extraordinary General Meeting of Shareholders of JSC IDGC Holding.

IT WAS RESOLVED AS FOLLOWS:

1. The Extraordinary General Meeting of Shareholders of JSC IDGC Holding in the form of a meeting with absentee voting shall be convened on March 23, 2013.

2. The deadline date for receiving completed ballots for voting at the Company’s Extraordinary General Meeting of Shareholders shall be March 23, 2013.

3. Completed ballots shall be sent to:

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- Russia, 109544, Moscow, ul. Novorogozhskaya, 32, str. 1, ZAO STATUS Registration Company; or

- Russia, 107996, Moscow, GSP-6, Ulansky pereulok, 26, JSC IDGC Holding.

4. The following agenda of the Company’s Extraordinary General Meeting of Shareholders shall be approved:

“Approval of amendments and supplements to the Articles of Association of the Company.”

5. The date of the list of the persons entitled to participate in the Company’s Extraordinary General Meeting of Shareholders shall be February 15, 2013.

6. The form and text of the notice of the Company’s Extraordinary General Meeting of Shareholders shall be approved (Appendix 1).

7. The sole executive body of the Company shall cause the notice of the Company’s Extraordinary General Meeting of Shareholders to be published in the Izvestia newspaper and posted on the Company’s corporate website at www.holding-mrsk.ru on or prior to February 20, 2013.

8. The form and text of ballots for voting on the issue on the agenda of the Extraordinary General Meeting of Shareholders of JSC IDGC Holding shall be approved (Appendix 2). 318 9. Ballots for voting on the issue on the agenda of the Company’s Extraordinary General Meeting of Shareholders shall be sent by registered mail or delivered, against a signed acknowledgement of receipt, to each person specified in the list of the persons entitled to participate in the Company’s Extraordinary General Meeting of Shareholders on or prior to March 1, 2013.

10. The cost estimate in relation to making preparations for and holding the Extraordinary General Meeting of Shareholders of JSC IDGC Holding shall be approved (Appendix 3).

11. The Company’s preference share holders shall have a right to vote on the issue on the agenda of the Extraordinary General Meeting of Shareholders of the Company.

12. Information (materials) provided for shareholders in the course of making preparations for the Company’s Extraordinary General Meeting of Shareholders shall be as follows:

- the draft of a decision of the Company’s Extraordinary General Meeting of Shareholders on the issue on the agenda;

- the existing version of the Company’s Articles of Association;

- the draft of amendments and supplements to the Company’s Articles of Association.

13. The information (materials) specified above shall be available to the persons entitled to participate in the Company’s Extraordinary General Meeting of Shareholders from 10:00 a.m. to 5:00 p.m. (Moscow time), from March 1, 2013, to and including March 23, 2013, (except nonbusiness days and public holidays):

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- from JSC IDGC Holding at: Russia, 107996, Moscow, Ulansky pereulok, 26; and

- from ZAO STATUS Registration Company at: Russia, 109544, Moscow, ul. Novorogozhskaya, 32, str. 1; and on the Company’s corporate website at www.holding-mrsk.ru.

14. G. A. Kizaryants, Head of the Administrative Office of the Board of Directors of JSC IDGC Holding, shall be elected the Secretary of the Company’s Extraordinary General Meeting of Shareholders.

G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

Approved unanimously.

Ballots attached.

319

G. V. Boos

Chairman of the Board of Directors

G. A. Kizaryants

Secretary of the Board of Directors

Date of the Minutes of the Meeting: February 18, 2013

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M I N U T E S

of the Meeting of the Board of Directors

February 28, 2013 No. 108

Moscow

320 Chairman of the Board of Directors of JSC IDGC Holding G. V. Boos

Present were:

- members of the Board of Directors: S. R. Borisov (Items 3 and 11), V. M. Kravchenko (Item 11), V. V. Kudryavy, S. Remes (Item 11), and S. V. Serebryannikov;

- members of the Board of Directors B. G. Zingarevich, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets provided their written opinions on the items on the agenda of the meeting;

- responsible officers of JSC IDGC Holding:

A. Ye. Murov, A. V. Demidov, I. V. Khvalin, V. A. Goncharov, Yu. V. Goncharov, D. I. Gotlib, L. Yu. Akimov, I. A. Alimuradova, Ye. V. Prokhorov, O. V. Shatokhina, O. A. Bezdenezhnykh, Yu. N. Pankstyanov, A. A. Zakharov, I. N. Sukharnikova, M. V. Izmaylov, and S. D. Obolentseva;

- Head of the Division for Electric Power Industry Control of the Federal Antimonopoly Service of the Russian Federation V. G. Korolyov; 190

- First Deputy Chairman of the Management Board of JSC FGC UES A. V. Kazachenkov;

- Personnel Management Director of JSC FGC UES D. A. Chevkin;

- Secretary of the Board of Directors of G. A. Kizaryants.

Of the 15 elected members of the Board of Directors of JSC IDGC Holding, six attended the meeting. Six members of the Board of Directors sent their written opinions.

The meeting of the Board of Directors of JSC IDGC Holding had a quorum.

Agenda

1. Review of the report of the management organization, JSC FGC UES, for the period from July 10, 2012, to September 30, 2012, on the powers exercised under Agreement for the Transfer of 321 the Powers of JSC Interregional Distribution Grid Companies Holding’s Sole Executive Body No. 1007 of July 10, 2012.

2. Review of the report of the management organization, JSC FGC UES, for the period from October 1, 2012, to December 31, 2012, on the powers exercised under Agreement for the Transfer of the Powers of JSC Interregional Distribution Grid Companies Holding’s Sole Executive Body No. 1007 of July 10, 2012.

3. Priorities established for the Company’s activities: the approval of the strategy of JSC IDGC Holding for improving the efficiency of measures to reduce receivables for electricity distribution services.

4. Report of the sole executive body of JSC IDGC Holding on the status of receivables for electricity distribution services provided by subsidiaries and dependent companies and the results of changing overdue receivables in the second half of 2012 (pursuant to the decision adopted by the Company’s Board of Directors on October 5, 2012; Minutes of the Meeting No. 96).

5. Review of the JSC IDGC Holding Budget for 2013.

6. Certification of subsidiaries and dependent companies to GOST R ISO 9001-2008 (ISO 9001:2008) (pursuant to the decision adopted by the Company’s Board of Directors on October 5, 2012; Minutes of the Meeting No. 96).

7. Report on the implementation of the 2012 action plan of the Company to implement the Strategy of JSC IDGC Holding and Subsidiaries and Dependent Companies on Information Technology, Automation and Telecommunications Until 2016 with justification for actually

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incurred expenses (pursuant to the decision adopted by the Company’s Board of Directors on June 25, 2012; Minutes of the Meeting No. 86).

8. Defining of the terms and conditions of a public bidding procedure for the right to enter into the agreement to conduct a mandatory annual audit of the statements of JSC IDGC Holding for 2013, including the determination of the fee for the services provided by the Auditor.

9. Report of the sole executive body of JSC IDGC Holding on the implementation of the instructions issued by the Board of Directors of JSC IDGC Holding (pursuant to the decision adopted by the Company’s Board of Directors on October 5, 2012; Minutes of the Meeting No. 96).

10. Recommendation to the boards of directors of subsidiaries and dependent companies of JSC IDGC Holding about the members of the network connection committees of the boards of directors of subsidiaries and dependent companies of JSC IDGC Holding.

11. Implications of the termination of last mile agreements, measures to reduce lost income affecting subsidiaries and dependent companies of JSC IDGC Holding due to interrupted electricity consumption, and their impact on tariffs for small and medium-sized businesses on the basis of the analyzed situation in JSC Tyumenenergo and Krasnoyarskenergo, a branch of IDGC of Siberia, JSC.

322

At the suggestion of Chairman of the Board of Directors of JSC IDGC Holding G. V. Boos, the agenda of the meeting was changed as follows:

The following items were excluded from consideration and postponed:

1. Review of the report of the management organization, JSC FGC UES, for the period from July 10, 2012, to September 30, 2012, on the powers exercised under Agreement for the Transfer of the Powers of JSC Interregional Distribution Grid Companies Holding’s Sole Executive Body No. 1007 of July 10, 2012.

carried over to be considered by a regular meeting of the Board of Directors.

192

carried over to be considered by a regular meeting of the Board of Directors.

- The order of hearing the following agenda items was changed: Item 11 “Implications of the termination of last mile agreements, measures to reduce lost income affecting subsidiaries and dependent companies of JSC IDGC Holding due to interrupted electricity consumption, and their impact on tariffs for small and medium-sized businesses on the basis of the analyzed situation in JSC Tyumenenergo and Krasnoyarskenergo, a branch of IDGC of Siberia, JSC” was considered first.

11. THE FOLLOWING PERSON WAS HEARD:

A. V. Demidov 323 Implications of the termination of last mile agreements, measures to reduce lost income affecting subsidiaries and dependent companies of JSC IDGC Holding due to interrupted electricity consumption, and their impact on tariffs for small and medium-sized businesses on the basis of the analyzed situation in JSC Tyumenenergo and Krasnoyarskenergo, a branch of IDGC of Siberia, JSC.

THE FOLLOWING PERSONS REPORTED:

G. V. Boos, S. Remes, S. R. Borisov, V. G. Korolyov, V. V. Kudryavy, V. M. Kravchenko, and A. Ye. Murov

IT WAS RESOLVED AS FOLLOWS:

11.1. Note shall be taken of information concerning implications of the termination of last mile agreements, measures to reduce lost income affecting subsidiaries and dependent companies of JSC IDGC Holding due to interrupted electricity consumption, and their impact on tariffs for small and medium-sized businesses (Appendix 9).

11.2. The sole executive body of the Company shall:

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- ensure the organization of work on developing and implementing measures to reduce lost income affecting subsidiaries and dependent companies of JSC IDGC Holding due to interrupted electricity consumption in connection with the termination of last mile agreements.

- prepare (with the involvement of JSC Tyumenenergo, IDGC of Siberia, JSC (Krasnoyarskenergo branch), IDGC of Urals, JSC, and representatives of Business Russia All- Russia Public Organization and OPORA RUSSIA All-Russian Public Organization of Small and Medium Business) the draft of the action plan to implement the information policy of JSC IDGC Holding regarding the clarification of the action mechanism of last mile agreements and implications of their termination to civil society institutions.

- submit prior to or in March 2013 the draft of the action plan to implement the information policy of JSC IDGC Holding to a joint meeting of the Society, Customer, and Government Relations and Information Policy Committee of the Board of Directors of JSC IDGC Holding and the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee of the Board of Directors of JSC IDGC Holding to be subsequently submitted for review by the Board of Directors of JSC IDGC Holding.

Deadline: April 2013.

11.3. Submit for review by a meeting of the Board of Directors of JSC IDGC Holding the report of the Company’s sole executive body on the implementation of measures reduce lost income 324 affecting subsidiaries and dependent companies of JSC IDGC Holding due to interrupted electricity consumption in connection with the termination of last mile agreements.

Deadline: October 2013.

G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

S. Remes and E. B. Titova did not participate in the voting.

Approved unanimously.

FOR THE RECORD ONLY:

1.1. The draft of the Action Plan to Implement the Information Policy of JSC IDGC Holding on Clarifying the Mechanism of Last Mile Agreements and the Implications of Their Termination for Institutions of Civil Society shall be developed with the involvement the Consumers Union of the Russian Federation, the Federal Antimonopoly Service of the Russian Federation, and the Federal Tariff Service of the Russian Federation.

Deadline: March–April 2013.

194

1.2. The sole executive body of JSC IDGC Holding shall be instructed to provide members of the Board of Directors of JSC IDGC Holding with information by constituent entity of the Russian Federation about the following tariffs:

- tariffs of electricity delivery to ultimate customers,

- uniform (pool) tariff of electricity distribution services in constituent entities of the Russian Federation,

- tariffs of electricity distribution services set for JSC FGC UES, JSC IDGC Holding, and territorial grid organizations in constituent entities of the Russian Federation.

Deadline: April 10, 2013.

3. THE FOLLOWING PERSON WAS HEARD:

D. I. Gotlib

Priorities established for the Company’s activities: the approval of the strategy of JSC IDGC Holding for improving the efficiency of measures to reduce receivables for electricity distribution services. 325

THE FOLLOWING PERSONS REPORTED:

G. V. Boos, V. V. Kudryavy, V. G. Korolyov, and S. V. Serebryannikov

IT WAS RESOLVED AS FOLLOWS:

3.1. The framework shall be approved for the Strategy of JSC IDGC Holding for Improving the Efficiency of Measures to Reduce Receivables for Electricity Distribution Services (hereinafter, the “Strategy”) (Appendix 1).

3.2. The sole executive body of JSC IDGC Holding shall be instructed to formulate and submit to a joint meeting of the Strategy Committee of the Board of Directors of JSC IDGC Holding, the Audit Committee of the Board of Directors of JSC IDGC Holding, and the Society, Customer, and Government Relations and Information Policy Committee of the Board of Directors of JSC IDGC Holding the Strategy Implementation Plan incorporating a package of measures to implement the Strategy.

The Strategy Implementation Plan shall include preparing (including cooperation with the relevant committees and commissions of the State Duma of the Federal Assembly of the Russian Federation, the Federation Council of the Federal Assembly of the Russian Federation, and the relevant executive agencies of the Russian Federation) and making, in accordance with the prescribed procedure, changes to the applicable laws to provide for a full package of measures to

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improve the efficiency of measures to reduce receivables for electricity distribution services, including measures related to:

- simplifying the procedure for introducing the limitation of electricity consumption applicable to defaulting customers;

- taking measures to limit the number of territorial grid organizations;

- including in the terms and conditions of paying off debt for electricity distribution services a replaceable supplier of last resort in the terms and conditions of a competitive selection of a new supplier;

- providing financial guarantees in relation to nondisconnectable electricity consumers;

- simplifying the procedure for entering into an electricity distribution agreement with electricity consumers;

Deadline: April 2013.

- grid organizations’ buying the prescriptive amount of electricity losses in the wholesale electricity market.

Deadline: December 2013.

326 3.3. The Strategy of JSC IDGC Holding for Improving the Efficiency of Measures to Reduce Receivables for Electricity Distribution Services shall be submitted to the Board of Directors of JSC IDGC Holding again with a report to be submitted on the implementation of the instructions specified in paragraph 3.2 hereof.

Deadline: May 2013.

G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. V. Kudryavy, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

Approved unanimously.

4. THE FOLLOWING PERSON WAS HEARD:

D. I. Gotlib

Report of the sole executive body of JSC IDGC Holding on the status of receivables for electricity distribution services provided by subsidiaries and dependent companies and the results of changing overdue receivables in the second half of 2012 (pursuant to the decision adopted by the Company’s Board of Directors on October 5, 2012; Minutes of the Meeting No. 96).

THE FOLLOWING PERSON REPORTED:

196

G. V. Boos

IT WAS RESOLVED AS FOLLOWS:

Note shall be taken of the report of the sole executive body of JSC IDGC Holding on the status of receivables for electricity distribution services provided by subsidiaries and dependent companies and the results of changing overdue receivables in the second half of 2012 (Appendix 2).

G. V. Boos, B. G. Zingarevich, V. V. Kudryavy, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

Approved unanimously.

5. THE FOLLOWING PERSON WAS HEARD:

A. V. Demidov

Review of the JSC IDGC Holding Budget for 2013. 327

THE FOLLOWING PERSONS REPORTED:

G. V. Boos, S. V. Serebryannikov, A. Ye. Murov, and V. V. Kudryavy

IT WAS RESOLVED AS FOLLOWS:

5.1. Note shall be taken of the JSC IDGC Holding Budget for 2013 adjusted for the 1st quarter of 2013.

5.2. The JSC IDGC Holding Budget for the first half of 2013 shall be approved, taking account of reduced social costs of 10 million rubles (Appendices 3 and 4).

5.3. The sole executive body and the Executive Director of JSC IDGC Holding shall submit in the 2nd quarter of 2013 for consideration by a meeting of the Board of Directors of JSC IDGC Holding the issue related to the approval of the Company’s budget for the 3rd and 4th quarters of 2013.

G. V. Boos, B. G. Zingarevich, V. V. Kudryavy, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

Approved unanimously.

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6. THE FOLLOWING PERSON WAS HEARD:

I. A. Alimuradova

Certification of subsidiaries and dependent companies to GOST R ISO 9001-2008 (ISO 9001:2008) (pursuant to the decision adopted by the Company’s Board of Directors on October 5, 2012; Minutes of the Meeting No. 96).

THE FOLLOWING PERSONS REPORTED:

G. V. Boos, V. V. Kudryavy, V. G. Korolyov, and S. V. Serebryannikov

IT WAS RESOLVED AS FOLLOWS:

6.1. Note shall be taken of information concerning the issue “Certification of subsidiaries and dependent companies to GOST R ISO 9001-2008 (ISO 9001:2008)” (Appendix 5).

6.2. The sole executive body of JSC IDGC Holding shall be instructed to formulate the action plan to ensure compliance by JSC IDGC Holding and its subsidiaries and dependent companies 328 with the requirements of GOST R ISO 9001-2008 (as of January 1, 2013, GOST R ISO 9001- 2011 (ISO 9001:2008)) with due consideration to proposals based on the analysis of organizing the operation and conformity certification of the QMSs of JSC IDGC Holding and its subsidiaries and dependent companies and the draft of the Strategy for Development of JSC Russian Grids, with the following conditions to be fulfilled:

6.2.1. Certification to GOST R ISO 9001-2011 (ISO 9001:2008) shall be ensured with respect to JSC Yantarenergo, IDGC of Northern Caucasus, JSC, JSC LENENERGO, and IDGC of Volga, JSC;

6.2.2. Certification of JSC IDGC Holding’s subsidiaries and dependent companies to GOST R ISO 9001-2008 shall be updated as required by the Federal Agency for Technical Regulation and Metrology of the Russian Federation as related to bringing GOST R ISO 9001-2011 into operation as of January 1, 2013, and unifying business processes of subsidiaries and dependent companies;

6.2.3. Based on the analysis results, the issue of streamlining the organization of the operation of the QMSs of JSC IDGC Holding and its subsidiaries and dependent companies shall be reviewed by the Management Board of JSC IDGC Holding.

6.3. The report on the implementation of the instructions specified in paragraph 6.2 hereof shall be submitted to the Board of Directors of JSC IDGC Holding.

Deadline: 4th quarter of 2013.

198

G. V. Boos, B. G. Zingarevich, V. V. Kudryavy, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

Approved unanimously.

FOR THE RECORD ONLY:

The sole executive body of JSC IDGC Holding shall be instructed to coordinate compliance by activities of subsidiaries and dependent companies with GOST R ISO 9001-2011 at JSC IDGC Holding’s level.

Deadline: 4th quarter of 2013.

7. THE FOLLOWING PERSON WAS HEARD:

O. A. Bezdenezhnykh

Report on the implementation of the 2012 action plan of the Company to implement the Strategy of JSC IDGC Holding and Subsidiaries and Dependent Companies on Information Technology, 329 Automation and Telecommunications Until 2016 with justification for actually incurred expenses (pursuant to the decision adopted by the Company’s Board of Directors on June 25, 2012; Minutes of the Meeting No. 86).

THE FOLLOWING PERSONS REPORTED:

G. V. Boos, V. G. Korolyov, and S. V. Serebryannikov

IT WAS RESOLVED AS FOLLOWS:

7.1. Note shall be taken of the report of the Company’s sole executive body on the implementation of the 2012 action plan of the Company to implement the Strategy of JSC IDGC Holding and Subsidiaries and Dependent Companies on Information Technology, Automation and Telecommunications Until 2016 with justification for actually incurred expenses (Appendix 6).

7.2. The 2013 action plan of the Company to implement the Strategy of JSC IDGC Holding and Subsidiaries and Dependent Companies on Information Technology, Automation and Telecommunications Until 2016 shall be approved (Appendix 7).

7.3. The management organization exercising the powers of the Company’s sole executive body shall be instructed to ensure the implementation of the 2013 action plan of the Company to implement the Strategy of JSC IDGC Holding and Subsidiaries and Dependent Companies on 199

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Information Technology, Automation and Telecommunications Until 2016, taking account of the approved parameters of the Company’s business plans and investment programs.

G. V. Boos, B. G. Zingarevich, V. V. Kudryavy, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

Approved unanimously.

8. THE FOLLOWING PERSON WAS HEARD:

A. V. Demidov

Defining of the terms and conditions of a public bidding procedure for the right to enter into the agreement to conduct a mandatory annual audit of the statements of JSC IDGC Holding for 2013, including the determination of the fee for the services provided by the Auditor.

THE FOLLOWING PERSON REPORTED:

330 G. V. Boos

IT WAS RESOLVED AS FOLLOWS:

8.1. The terms and conditions of a public bidding procedure for the right to enter into the agreement to conduct a mandatory annual audit of the statements of JSC IDGC Holding for 2013 shall be defined (Appendix 8).

8.2. The starting (ceiling) price payable by JSC IDGC Holding for auditor services in relation to a mandatory annual audit of the statements for 2013 shall be determined as eighteen million, two hundred eight thousand, eight hundred (18,208,800) rubles, inclusive of VAT.

8.3. The sole executive body of JSC IDGC Holding shall be instructed to ensure that the above- mentioned public bidding procedure will take place and, based on its results, submit on or prior to May 7, 2013, for consideration by the Board of Directors of JSC IDGC Holding its proposals regarding a nominee for the Auditor of JSC IDGC Holding and the fee for the services provided by the Auditor of JSC IDGC Holding.

G. V. Boos, B. G. Zingarevich, V. V. Kudryavy, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

Approved unanimously.

200

Written opinion by member of the Board of Directors of JSC IDGC Holding B. G. Zingarevich on Items 1–11 on the agenda of the meeting attached hereto (Appendix 10).

Written opinion by member of the Board of Directors of JSC IDGC Holding V. V. Tatsiy on Items 1–11 on the agenda of the meeting attached hereto (Appendix 11).

Written opinion by member of the Board of Directors of JSC IDGC Holding E. B. Titova on Items 1–10 on the agenda of the meeting attached hereto (Appendix 12).

Written opinion by member of the Board of Directors of JSC IDGC Holding D. V. Fedorov on Items 1–11 on the agenda of the meeting attached hereto (Appendix 13).

Written opinion by member of the Board of Directors of JSC IDGC Holding T. Hendel on Items 1–11 on the agenda of the meeting attached hereto (Appendix 14).

Written opinion by member of the Board of Directors of JSC IDGC Holding N. N. Shvets on Items 1–11 on the agenda of the meeting attached hereto (Appendix 15).

G. V. Boos 331

Chairman of the Board of Directors

G. A. Kizaryants

Secretary of the Board of Directors

Date of the Minutes of the Meeting: March 1, 2013

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M I N U T E S

of the Meeting of the Board of Directors

March 11, 2013 No. 109

332 Moscow

The decision of the Board of Directors of JSC IDGC Holding was approved by absentee voting (voting by ballot).

The following members of the Board of Directors participated in the voting: G. V. Boos, S. R. Borisov, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, T. Hendel, and N. N. Shvets.

A. R. Bokarev, P. A. Borodin, B. G. Zingarevich, D. V. Fedorov, and P. O. Shatsky did not participate in the voting.

Agenda:

1. Defining of the position of JSC IDGC Holding (representatives of JSC IDGC Holding) on the items on the agendas of the general meetings of shareholders of subsidiaries and dependent companies concerning the election of members of the boards of directors of subsidiaries and dependent companies.

202

IT WAS RESOLVED AS FOLLOWS:

Concerning the items on the agendas of the extraordinary general meetings of shareholders of subsidiaries and dependent companies “Election of members of the Board of Directors of the Company,” representatives of JSC IDGC Holding shall be instructed to vote as specified in Appendices 1 and 2 hereto.

G. V. Boos, S. R. Borisov, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, T. Hendel, and N. N. Shvets voted “For.”

Approved unanimously.

Ballots attached.

333

G. V. Boos

Chairman of the Board of Directors

G. A. Kizaryants

Secretary of the Board of Directors

Date of the Minutes of the Meeting: March 11, 2013

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M I N U T E S

of the Meeting of the Board of Directors

March 15, 2013 No. 110

Moscow

The decision of the Board of Directors of JSC IDGC Holding was approved by absentee voting 334 (voting by ballot).

The following members of the Board of Directors participated in the voting: G. V. Boos, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets.

A. R. Bokarev, S. R. Borisov, P. A. Borodin, and P. O. Shatsky did not participate in the voting.

Agenda:

1. Defining of the position of JSC IDGC Holding (representatives of JSC IDGC Holding) on the item on the agenda of the meeting of the Board of Directors of IDGC of Urals, JSC “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the real property intended for use other than the generation, transmission, dispatching, and distribution of electricity and heat, namely the construction-in-progress facility located at: Chelyabinsk Region, Chelyabinsk, Brodokalmatsky, 6.”

2. Defining of the position of JSC IDGC Holding (representatives of JSC IDGC Holding) on the item on the agenda of the meeting of the Board of Directors of IDGC of Siberia, JSC “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the real property that is capital assets intended for the generation, transmission, dispatching, and distribution of electricity and heat, namely the heat networks, designated purpose: nonresidential, length: 897.0 running meters, located at: Russia, Trans- Baikal Territory, Chita, Zheleznodorozhny Administrative District, ul. Magistralnaya, 13, TK- 17, soor. 1.” 204

3. Defining of the position of JSC IDGC Holding (representatives of JSC IDGC Holding) on the item on the agenda of the meeting of the Board of Directors of IDGC of Center and Volga Region, JSC “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the real property that is capital assets intended for use other than the generation, transmission, dispatching, and distribution of electricity and heat, namely the two-story nonresidential building, total area: 1,102 square meters, letter designation: 1A, and the industrial site, total area: 250 square meters, letter designation: 2A, located at: Tula Region, Tula, Central District, ul. Mendeleevskaya, 12v.

4. Findings of monitoring metal products purchased by subsidiaries and dependent companies of JSC IDGC Holding in 2012.

5. Review of the draft of the consolidated investment program of JSC IDGC Holding for 2013– 2018.

6. Changes of members of the Society, Customer, and Government Relations and Information Policy Committee of the Board of Directors of JSC IDGC Holding.

1. Defining of the position of JSC IDGC Holding (representatives of JSC IDGC Holding) on the 335 item on the agenda of the meeting of the Board of Directors of IDGC of Urals, JSC “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the real property intended for use other than the generation, transmission, dispatching, and distribution of electricity and heat, namely the construction-in-progress facility located at: Chelyabinsk Region, Chelyabinsk, Brodokalmatsky, 6.”

IT WAS RESOLVED AS FOLLOWS:

1.1. Concerning the item on the agenda of the meeting of the Board of Directors of IDGC of Urals, JSC “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the real property intended for use other than the generation, transmission, dispatching, and distribution of electricity and heat, namely the construction-in- progress facility located at: Chelyabinsk Region, Chelyabinsk, Brodokalmatsky, 6,” representatives of JSC IDGC Holding shall be instructed to vote “For” the approval of the Company’s entering into the transaction subject to the following terms and conditions:

- transferred property: construction-in-progress facility. Designated purpose: nonresidential facility. Inventory number: 38245. Address (location): Chelyabinsk Region, Chelyabinsk, Brodokalmatsky, 6;

- book value of the transferred property as at December 31, 2012: thirty-three million, four hundred seventy-one thousand, six hundred twenty-five (33,471,625) rubles and 44 kopecks;

- market value of the property as determined by an independent appraiser, ZAO Professional Center for Valuation and Expert Reviews (Property Market Value Appraisal Report No. 3482- 205

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N): thirty-one million, two hundred twenty-six thousand, three hundred twenty-four (31,226,324) rubles and 00 kopecks, inclusive of VAT;

- transfer method: public auction;

- starting price: equal to the book value at thirty-three million, four hundred seventy-one thousand, six hundred twenty-five (33,471,625) rubles and 44 kopecks, exclusive of VAT, or thirty-nine million, four hundred ninety-six thousand, five hundred eighteen (39,496,518) rubles and 02 kopecks, inclusive of VAT;

- payment procedure (period) for the property: cash, before the transfer of title to the property, but not later than twenty (20) banking days after the date of execution by the parties of the property purchase and sale agreement, by bank transfer by the Buyer into the Seller’s settlement account.

1.2. The property specified in paragraph 1.1 hereof shall be caused to be sold in accordance with the procedure and methods set forth in the Regulations for Selling Noncore Assets of IDGC of Urals, JSC approved by the decision of IDGC of Urals, JSC’s Board of Directors on December 16, 2008 (Minutes of the Meeting No. 48).

G. V. Boos, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets voted 336 “For.” Approved unanimously.

IT WAS RESOLVED AS FOLLOWS:

2.1. Concerning the item on the agenda of the meeting of the Board of Directors of IDGC of Siberia, JSC “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the real property that is capital assets intended for the generation, transmission, dispatching, and distribution of electricity and heat, namely the heat networks, designated purpose: nonresidential, length: 897.0 running meters, located at: Russia, Trans-Baikal Territory, Chita, Zheleznodorozhny Administrative District, ul. Magistralnaya, 13, TK-17, soor. 1,” representatives of JSC IDGC Holding shall be instructed to vote “For” the 206

approval of the Company’s entering into the transaction subject to the following material terms and conditions:

- transferred property: heat networks. Designated purpose: nonresidential facilities. Length: 897.0 running meters. Inventory number: 38136/G1. Letter designation: G1. Address (location): Russia, Trans-Baikal Territory, Chita, Zheleznodorozhny Administrative District, ul. Magistralnaya, 13, TK-17, soor. 1;

- book (residual) value of the transferred property as at July 1, 2012: twenty-three million, four hundred seven thousand, one hundred eighteen (23,407,118) rubles and 64 kopecks;

- transfer method: sale at a public auction without a selling agent engaged;

- starting price: equal to the market value of the property as determined by an independent appraiser, OOO Institute for Valuation of Ownership and Financial Activities, (Report No. 778/12-nf) at thirty million, nine hundred twelve thousand, three hundred fifty-seven (30,912,357) rubles and 00 kopecks, inclusive of VAT;

- payment procedure (period) for the property: before the transfer of title to the property, within ten (10) days after the date of execution by the parties of the purchase and sale agreement, by bank transfer by the Buyer into the Seller’s settlement account.

2.2. If the auction is held invalid, the sale shall be made in accordance with the procedure and 337 methods applicable to the sale of noncore assets as set forth in the Regulations for Selling Noncore Assets of IDGC of Siberia, JSC approved by the decision of the Company’s Board of Directors on November 14, 2008 (Minutes of the Meeting No. 25/08).

G. V. Boos, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

Approved unanimously.

IT WAS RESOLVED AS FOLLOWS:

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Concerning the item on the agenda of the meeting of the Board of Directors of IDGC of Center and Volga Region, JSC “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the real property that is capital assets intended for use other than the generation, transmission, dispatching, and distribution of electricity and heat, namely the two-story nonresidential building, total area: 1,102 square meters, letter designation: 1A, and the industrial site, total area: 250 square meters, letter designation: 2A, located at: Tula Region, Tula, Central District, ul. Mendeleevskaya, 12v,” representatives of JSC IDGC Holding shall be instructed to vote “For” the approval of the Company’s entering into the transaction subject to the following material terms and conditions:

- composition of the transferred property located at: Tula Region, Tula, Central District, ul. Mendeleevskaya, 12v:

nonresidential building, designated purpose: nonresidential facilities, two-story building (number of underground stories: 0), total area: 1,102 square meters, inventory number: 71-17, letter designation: 1A, identification number: 71:30:05:03030:002;

facility: industrial site, designated purpose: nonresidential facilities, total area: 250 square meters, inventory number: 71-17, letter designation: 2A, identification number: 71:30:05:03030:001;

- book (residual) value of the transferred property as at December 1, 2012: three hundred 338 sixteen thousand, fifty-five (316,055) rubles and 82 kopecks;

- transfer method: transfer of property without compensation to the ownership of the Tula Region.

G. V. Boos, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

Approved unanimously.

4. Report of the sole executive body on the findings of monitoring metal products purchased by subsidiaries and dependent companies of JSC IDGC Holding in 2012.

IT WAS RESOLVED AS FOLLOWS:

Note shall be taken of the report of the sole executive body on the findings of monitoring metal products purchased by subsidiaries and dependent companies of JSC IDGC Holding in 2012 (Appendix 1).

208

G. V. Boos, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

Approved unanimously.

5. Review of the draft of the consolidated investment program of JSC IDGC Holding for 2013– 2018.

IT WAS RESOLVED AS FOLLOWS:

5.1. The draft of the consolidated investment program of JSC IDGC Holding for 2013–2018 shall be approved (Appendix 2).

5.2. The sole executive body of JSC IDGC Holding shall be instructed to:

5.2.1. Cause the drafts of the investment programs of branches of JSC IDGC Holding’s subsidiaries and dependent companies until 2018 to be agreed upon by authorized executive agencies of the Russian Federation in accordance with the requirements set forth in Resolution of 339 the Government of the Russian Federation No. 977 of December 1, 2009;

5.2.2. Obtain before April 15, 2013, from the Ministry of Energy of the Russian Federation its approval of the investment programs of JSC LENENERGO, IDGC of Northern Caucasus, JSC, and Kubanenergo as related to the projects financed from federal budget funds (JSC LENENERGO Program to Renew Cable Lines of 6–110 kV; IDGC of Northern Caucasus, JSC Comprehensive Program of Measures to Reduce Above-standard Electricity Losses in Distribution Networks in the Republic of Dagestan, the Republic of Ingushetia, and the Chechen Republic; and Kubanenergo Program of the Construction of Olympic Games Sites and the Development of Sochi as a Mountain Climate Resort) with due consideration to the documents submitted with respect to each project and justifying the changed value of project implementation and the postponed periods of project implementation, and the measures taken by company management to the unconditional fulfillment of the existing Agreements with the Ministry of Energy of the Russian Federation;

5.2.3. Consider, in the course of causing the drafts of the investment programs of branches of JSC IDGC Holding’s subsidiaries and dependent companies to be approved, the implementation of measures to reduce lost income affecting subsidiaries and dependent companies of JSC IDGC Holding due to interrupted electricity consumption resulting from the termination of last mile agreements and constant nonpayments by retail companies with due regard to the Supplier of Last Resort functions assumed by branches of JSC IDGC Holding’s subsidiaries and dependent companies (especially, with respect to IDGC of Siberia, JSC and IDGC of South, JSC), including an additional reduction in the scope of the investment programs of JSC IDGC Holding’s subsidiaries and dependent companies;

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5.2.4. Submit to the Board of Directors of JSC IDGC Holding a report on progress in implementing measures to reduce lost income affecting subsidiaries and dependent companies of JSC IDGC Holding due to interrupted electricity consumption resulting from the termination of last mile agreements, including an additional reduction in the scope of the investment programs of JSC IDGC Holding’s subsidiaries and dependent companies, before September 30, 2013.

G. V. Boos, B. G. Zingarevich, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

V. M. Kravchenko voted “Against” (written opinion attached hereto, Appendix 3).

Approved by a majority of votes.

6. Changes of members of the Society, Customer, and Government Relations and Information Policy Committee of the Board of Directors of JSC IDGC Holding.

IT WAS RESOLVED AS FOLLOWS:

340 6.1. Ildar Nurullovich Gabdrakhmanov, First Deputy Chairman of the Moscow Region Government for Finance and Economic Policy, shall be dismissed from the Society, Customer, and Government Relations and Information Policy Committee of the Board of Directors of JSC IDGC Holding.

6.2. Vladimir Viktorovich Volodin, Chief Executive Officer, HTS LLC, and Aleksey Aleksandrovich Chesnakov, Director, Centre for Current Politics, and a member of the Presidium of the General Council, United Russia, shall be elected to the Society, Customer, and Government Relations and Information Policy Committee of the Board of Directors of JSC IDGC Holding.

G. V. Boos, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

Approved unanimously.

Ballots attached.

G. V. Boos

Chairman of the Board of Directors

210

G. A. Kizaryants

Secretary of the Board of Directors

Date of the Minutes of the Meeting: March 18, 2013

341

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ROSSETI ANNUAL REPORT 2013

M I N U T E S

of the Meeting of the Board of Directors

March 29, 2013 No. 111 342 Moscow

The decision of the Board of Directors of JSC IDGC Holding was approved by absentee voting (voting by ballot).

A. R. Bokarev, P. A. Borodin, B. G. Zingarevich, and E. B. Titova did not participate in the voting.

Agenda:

1. Convocation of the Extraordinary General Meeting of Shareholders of the Company.

IT WAS RESOLVED AS FOLLOWS:

1. The Extraordinary General Meeting of Shareholders of JSC Russian Grids (hereinafter, the “Company”) in the form of a meeting with absentee voting shall be convened on May 6, 2013.

1.1. The deadline date for receiving completed ballots for voting at the Company’s Extraordinary General Meeting of Shareholders shall be May 6, 2013. 212

1.2. Completed ballots shall be sent to:

- Russia, 109544, Moscow, ul. Novorogozhskaya, 32, str. 1, ZAO STATUS Registration Company; or

- Russia, 107996, Moscow, GSP-6, Ulansky pereulok, 26, the Company.

1.3. The following agenda of the Company’s Extraordinary General Meeting of Shareholders shall be approved:

1) Determination of the quantity, par value, category (type) of the Company’s authorized shares and rights attaching thereto.

2) Approval of amendments and supplements to the Articles of Association of the Company.

3) Increase in the authorized capital of the Company by means of the placement of additional shares.

4) Approval of the Agreement for the Procedure for Controlling and Voting Shares in JSC FGC UES, which is a related party transaction.

5) Early termination of the powers of the management organization, JSC FGC UES.

1.4. The date of the list of the persons entitled to participate in the Company’s Extraordinary General Meeting of Shareholders shall be March 29, 2013. 343

1.5. The form and text of the notice of the Company’s Extraordinary General Meeting of Shareholders shall be approved (Appendix 1).

1.6. 1.6. The sole executive body of the Company shall cause the notice of the Company’s Extraordinary General Meeting of Shareholders to be published in the Izvestia newspaper and posted on the Company’s corporate website at www.holding-mrsk.ru on or prior to April 5, 2013.

1.7. Ballots for voting on the issue on the agenda of the Company’s Extraordinary General Meeting of Shareholders shall be sent by registered mail or delivered, against a signed acknowledgement of receipt, to each person specified in the list of the persons entitled to participate in the Company’s Extraordinary General Meeting of Shareholders on or prior to April 15, 2013.

1.8. The Company’s preference share holders shall have a right to vote on all issues on the agenda of the Extraordinary General Meeting of Shareholders of the Company.

1.9. Information (materials) provided for shareholders in the course of making preparations for the Company’s Extraordinary General Meeting of Shareholders shall be as follows:

- the drafts of decisions of the Company’s Extraordinary General Meeting of Shareholders on the issues on the agenda;

- the draft of amendments and supplements to the Company’s Articles of Association;

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- the draft of the Agreement for the Procedure for Controlling and Voting Shares in JSC FGC UES and all annexes thereto;

- recommendations of the Board of Directors of the Company regarding the issues on the agenda of the Company’s Extraordinary General Meeting of Shareholders.

1.10. The information (materials) specified above shall be available to the persons entitled to participate in the Company’s Extraordinary General Meeting of Shareholders from 10:00 a.m. to 5:00 p.m. (Moscow time), from April 16, 2013, to and including May 6, 2013, (except nonbusiness days and public holidays):

- from the Company at: Russia, 107996, Moscow, Ulansky pereulok, 26; and

- from ZAO STATUS Registration Company at: Russia, 109544, Moscow, ul. Novorogozhskaya, 32, str. 1;

and on the Company’s corporate website at www.holding-mrsk.ru.

1.11. G. A. Kizaryants, Head of the Administrative Office of the Board of Directors of the Company, shall be elected the Secretary of the Company’s Extraordinary General Meeting of Shareholders.

G. V. Boos, S. R. Borisov, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, 344 V. V. Tatsiy, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

Approved unanimously.

Ballots attached.

G. V. Boos

Chairman of the Board of Directors

G. A. Kizaryants

Secretary of the Board of Directors

Date of the Minutes of the Meeting: March 29, 2013

214

JOINT STOCK COMPANY

RUSSIAN GRIDS

(JSC Russian Grids)

M I N U T E S of the Meeting of the Board of Directors

April 5, 2013 No. 112

Sochi

345

Chairman of the Board of Directors of JSC Russian Grids G. V. Boos

Present were:

- members of the Board of Directors: V. V. Kudryavy, S. Remes, and P. O. Shatsky;

- members of the Board of Directors S. R. Borisov (Items 1–15), B. G. Zingarevich (Items 1–15), V. M. Kravchenko (Items 1–15), S. V. Serebryannikov (Items 1–15), V. V. Tatsiy (Items 1–15), D. V. Fedorov (Items 1–15), T. Hendel (Items 1–15), and N. N. Shvets (Items 1–15) provided their written opinions on the items on the agenda of the meeting;

- responsible officers of JSC Russian Grids and JSC FGC UES:

O. M. Budargin, A. Ye. Murov, A. V. Demidov, I. V. Khvalin, Yu. V. Goncharov, D. M. Gurevich, Yu. N. Mangarov, D. I. Romeyko, V. S. Shukshin, Ye. V. Prokhorov, O. V. Shatokhina, A. A. Zakharov, I. N. Sukharnikova, M. V. Izmaylov, S. D. Obolentseva, A. V. Kazachenkov, A. N. Fadeev, V. A. Kocherga, A. V. Cherezov, and A. A. Dyomin;

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- Head of the Division for Electric Power Industry Control of the Federal Antimonopoly Service of the Russian Federation V. G. Korolyov;

- M. G. Tikhonova;

- Acting Director General of Kubanenergo A. I. Gavrilov;

- Acting Director General of IDGC of Northern Caucasus, JSC P. A. Seltsovsky;

- Senior Manager of Ernst & Young Valuation and Advisory Services LLC V. E. Ivanov;

- Director of VTB Capital A. V. Pospelov;

346 - Senior Vice President, Market Sector Customer Relations Department, Energy Directorate, of VTB Bank D. N. Kovrizhnykh;

- Executive Director of Morgan Stanley S. F. Smolyak;

- Secretary of the Board of Directors of G. A. Kizaryants.

Of the 15 elected members of the Board of Directors of JSC Russian Grids, four attended the meeting. Eight members of the Board of Directors sent their written opinions.

The meeting of the Board of Directors of JSC Russian Grids had a quorum.

Agenda

1. Review of the report of the management organization, JSC FGC UES, for the period from July 10, 2012, to September 30, 2012, on the powers exercised under Agreement for the Transfer of the Powers of JSC Interregional Distribution Grid Companies Holding’s Sole Executive Body No. 1007 of July 10, 2012.

2. Review of the report of the management organization, JSC FGC UES, for the period from October 1, 2012, to December 31, 2012, on the powers exercised under Agreement for the 216

Transfer of the Powers of JSC Interregional Distribution Grid Companies Holding’s Sole Executive Body No. 1007 of July 10, 2012.

3. Report on the implementation of the instructions issued by the Board of Directors of JSC Russian Grids.

4. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of Kubanenergo.

5. Analysis of the reporting system and the benchmarks contained therein and used by JSC Russian Grids’s subsidiaries and dependent companies and their branches (including proposals based on the study of best practices).

6. Determination of the offering price of additional ordinary shares in the Company.

7. Proposals for the Extraordinary General Meeting of Shareholders concerning the issue “Increase in the authorized capital of the Company by means of the placement of additional shares.”

8. Determination of the price of the Agreement for the Procedure for Controlling and Voting Shares in JSC FGC UES, which is a related party transaction.

9. Proposals for the Extraordinary General Meeting of Shareholders concerning the issue “Approval of the Agreement for the Procedure for Controlling and Voting Shares in JSC FGC 347 UES, which is a related party transaction.”

10. Proposals for the Extraordinary General Meeting of Shareholders concerning the issue “Early termination of the powers of the management organization, JSC FGC UES.”

11. Approval of the form and text of ballots for voting on the issue on the agenda of the Extraordinary General Meeting of Shareholders of the Company.

12. Report of the Administrative Office of the Board of Directors of JSC IDGC Holding on the audit (inspection) in relation to the financial and economic activities of IDGC of Volga, JSC for the period from January 1, 2009, to and including December 31, 2012.

13. Proposals to give due consideration to seasonality in setting tariffs for electric grid companies in resort regions.

14. On the Budget of the Company.

15. Report of the Acting Director General of Kubanenergo on the package of measures to avert the company’s pre-bankruptcy situation due to delays in the construction of Paragraph 152 facilities under the Program of the Construction of Olympic Games Sites.

The agenda of the meeting was changed as follows: the item “12. Report of the Administrative Office of the Board of Directors of JSC IDGC Holding on the audit (inspection) in relation to the financial and economic activities of IDGC of Volga, JSC for the period from January 1, 2009, to

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and including December 31, 2012” was excluded from consideration and carried over to be considered by a regular meeting of the Board of Directors.

1. THE FOLLOWING PERSONS WERE HEARD:

O. M. Budargin and A. V. Kazachenkov

Review of the report of the management organization, JSC FGC UES, for the period from July 10, 2012, to September 30, 2012, on the powers exercised under Agreement for the Transfer of the Powers of JSC Interregional Distribution Grid Companies Holding’s Sole Executive Body No. 1007 of July 10, 2012.

THE FOLLOWING PERSONS REPORTED:

G. V. Boos, V. G. Korolyov, V. V. Kudryavy, S. Remes, and M. G. Tikhonova

IT WAS RESOLVED AS FOLLOWS:

348 1.1. The report of the management organization, JSC FGC UES, for the period from July 10, 2012, to September 30, 2012, on the powers exercised under Agreement for the Transfer of the Powers of JSC Interregional Distribution Grid Companies Holding’s Sole Executive Body No. 1007 of July 10, 2012, shall be approved (Appendix 1).

G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

Approved unanimously.

2. THE FOLLOWING PERSONS WERE HEARD:

O. M. Budargin and A. V. Kazachenkov

Review of the report of the management organization, JSC FGC UES, for the period from October 1, 2012, to December 31, 2012, on the powers exercised under Agreement for the Transfer of the Powers of JSC Interregional Distribution Grid Companies Holding’s Sole Executive Body No. 1007 of July 10, 2012.

THE FOLLOWING PERSONS REPORTED:

G. V. Boos, V. G. Korolyov, V. V. Kudryavy, S. Remes, and M. G. Tikhonova 218

IT WAS RESOLVED AS FOLLOWS:

2.1. The report of the management organization, JSC FGC UES, for the period from October 1, 2012, to December 31, 2012, on the powers exercised under Agreement for the Transfer of the Powers of JSC Interregional Distribution Grid Companies Holding’s Sole Executive Body No. 1007 of July 10, 2012, shall be approved (Appendix 2).

Approved unanimously.

FOR THE RECORD ONLY:

1. The sole executive body shall prepare and submit for consideration by the Board of Directors of JSC Russian Grids the issue related to entering into an addendum to the Agreement for the Transfer of the Powers of the Sole Executive Body, specifying the calculation procedure and amount of remuneration payable to the Management Company with due regard to personnel expenses for the transferred staff. The issue shall be preliminarily considered by the Strategy Committee of the Board of Directors of JSC Russian Grids. 349 Deadline: May 15, 2013.

2. The sole executive body shall prepare and submit for consideration by the Board of Directors of JSC Russian Grids the comprehensive road map (specifying the actions of all participants, including federal and regional executive authorities) regarding the JSC Russian Grids management system and dealing with problems associated with, among other things, the abolishment of the last mile mechanism, the attraction of additional investments to the electric grid sector by means of using energy service contracts and concession agreements, and the regulation of territorial grid organizations’ activities. The issue shall be preliminarily considered by the Strategy Committee of the Board of Directors of JSC Russian Grids with analyzing proposals made by the Federal Antimonopoly Service of the Russian Federation.

Deadline: May 15, 2013.

3. THE FOLLOWING PERSON WAS HEARD:

Yu. N. Mangarov

Report on the implementation of the instructions issued by the Board of Directors of JSC Russian Grids.

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THE FOLLOWING PERSON REPORTED:

G. V. Boos and V. G. Korolyov

IT WAS RESOLVED AS FOLLOWS:

3.1. Note shall be taken of information concerning the implemented (Appendix 3) and delayed (Appendix 4) instructions issued by the Board of Directors of JSC Russian Grids.

3.2. The sole executive body (Executive Director) of JSC Russian Grids shall be instructed to:

- ensure that the instructions issued by the Board of Directors of JSC Russian Grids and specified in Appendix 4 will be implemented before May 15, 2013, or, if necessary, that proposals to change the instructions issued by the Board of Directors of JSC Russian Grids and specified in Appendix 4 will be submitted for consideration by the Board of Directors of JSC Russian Grids, such proposals to be preliminarily submitted to a meeting chaired by the Chairman of the Board of Directors of JSC Russian Grids and attended by members of the Board of Directors of JSC Russian Grids.

- ensure that a package of measures will be developed, approved, and submitted to the Chairman of the Board of Directors of JSC Russian Grids within ten (10) calendar days after the signing of 350 these Minutes with respect to the implementation of the decisions (instructions) adopted (issued) by the Board of Directors of JSC Russian Grids at this meeting and the future meetings of the Board of Directors of JSC Russian Grids..

Approved unanimously.

4. THE FOLLOWING PERSON WAS HEARD:

D. I. Romeyko

Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of Kubanenergo.

THE FOLLOWING PERSONS REPORTED:

G. V. Boos, V. G. Korolyov, P. O. Shatsky, M. G. Tikhonova, and Yu. V. Goncharov

220

IT WAS RESOLVED AS FOLLOWS:

4.1. Concerning the item on the agenda of the meeting of the Board of Directors of Kubanenergo “Agenda of the Annual General Meeting of Shareholders of Kubanenergo,” representatives of JSC Russian Grids shall be instructed to vote “For” the inclusion of the following item on the agenda of the Annual General Meeting of Shareholders of Kubanenergo:

- Approval of the transactions between Kubanenergo and JSC SCPE, which are related party transactions, in relation to which JSC SCPE is selected as the preferred bidder as a result of the completed competitive bidding procedures and that may be entered into in the future in the ordinary course of Kubanenergo’s business.

G. V. Boos, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

S. R. Borisov “Abstained.”

Approved by a majority of votes.

351 At the request of O. M. Budargin, Chairman of the Management Board of JSC FGC UES and Chairman of the Management Board of JSC Russian Grids, supported by the members of the Board of Directors of JSC Russian Grids, G. V. Boos changed the order of considering Items 14 and 15.

14. THE FOLLOWING PERSON WAS HEARD:

A. A. Dyomin

On the Budget of the Company.

THE FOLLOWING PERSONS REPORTED:

G. V. Boos, O. M. Budargin, V. V. Kudryavy, S. Remes, and P. O. Shatsky

IT WAS RESOLVED AS FOLLOWS:

14.1. Consent shall be given to acting as a general sponsor of PFC CSKA.

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14.2. A rise of 354,661 thousand rubles in the Company’s expenses for the 2nd half of 2013 shall be approved, and due consideration shall also be given to expenses associated with tax payment.

14.3. The sole executive body of the Company shall sign an agreement with PFC CSKA (hereinafter also, the “Club”) in relation to the provision by the Club of fee-based advertising services and in relation to the grant nonexclusive rights to use intellectual products and identity items for a period of five (5) years (hereinafter, the “Agreement”) on a sole source purchase basis subject to the material terms and conditions (Appendix 5).

14.4. The Annual Comprehensive Procurement Program for Goods, Work, and Services for the Company for 2013 approved by the decision adopted by the Board of Directors of the Company on January 24, 2013, (Minutes of the Meeting No. 105) shall be amended (Appendix 6).

14.5. The sole executive body of the Company shall be instructed to include in the Budget of the Company for 2013 and thereafter additional expenses associated with entering into the Agreement.

G. V. Boos, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

S. R. Borisov “Abstained.”

S. Remes voted “Against.” 352 Approved by a majority of votes.

FOR THE RECORD ONLY:

The sole executive body of the Company shall be instructed to work on building up a network of PFC CSKA sports schools in the regions where the Company has a presence with the involvement of children of the Company’s employees in sports on the base of such sports schools.

Deadline: May 15, 2013

15. THE FOLLOWING PERSON WAS HEARD:

A. I. Gavrilov

Report of the Acting Director General of Kubanenergo on the package of measures to avert the company’s pre-bankruptcy situation due to delays in the construction of Paragraph 152 facilities under the Program of the Construction of Olympic Games Sites.

THE FOLLOWING PERSONS REPORTED: 222

G. V. Boos, M. G. Tikhonova, O. M. Budargin, V. V. Kudryavy, and A. Ye. Murov

IT WAS RESOLVED AS FOLLOWS:

15.1. Note shall be taken of the report of the Acting Director General of Kubanenergo on the package of measures to avert the company’s pre-bankruptcy situation due to delays in the construction of Paragraph 152 facilities under the Program of the Construction of Olympic Games Sites (Appendix 7).

15.2. The sole executive body of JSC Russian Grids (hereinafter, the “Company”) shall be instructed to:

15.2.1. personally monitor progress in implementing the project under Paragraph 152 “City Electricity Distribution Network” of the Program of the Construction of Olympic Games Sites and the Development of Sochi as a Mountain Climate Resort (hereinafter, the “Program”) as related to eliminating the delays in performing the work specified in the Construction Schedule for Olympic Games Sites Financed from Federal Budget Funds;

15.2.2. ensure that, by April 12, 2013, personal responsibility will be imposed on employees at Kubanenergo level with respect to the timely performance of design work and construction and installation work for each phase of Paragraph 152 of the Program. 353 15.3. The Management Board of JSC Russian Grids shall be instructed to ensure:

15.3.1. the formulation of a detailed schedule of eliminating the delays in performing the work specified in Paragraph 152 of the Program, such schedule to be submitted for consideration by the Board of Directors of JSC Russian Grids by April 15, 2013, with a performance report related to the schedule to be submitted to the Board of Directors of the Company on a monthly basis.

15.3.2. the submission of a weekly report related to the schedule to the Ministry of Energy of the Russian Federation.

Approved unanimously.

5. THE FOLLOWING PERSON WAS HEARD:

I. V. Khvalin

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Analysis of the reporting system and the benchmarks contained therein and used by JSC Russian Grids’s subsidiaries and dependent companies and their branches (including proposals based on the study of best practices).

THE FOLLOWING PERSON REPORTED:

G. V. Boos

IT WAS RESOLVED AS FOLLOWS:

5.1. Note shall be taken of the report on the analysis of the reporting system and the benchmarks contained therein and used by JSC Russian Grids’s subsidiaries and dependent companies and their branches (including proposals based on the study of best practices) (Appendix 8).

5.2. The sole executive body of JSC Russian Grids shall be instructed to:

- Ensure that proposals will be prepared and submitted for consideration by the Board of Directors of JSC Russian Grids with respect to reducing to December 2014 the time of the completion of automating the reporting system of JSC Russian Grids’s divisions engaged in 354 electricity distribution and involved in data exchange. Deadline: 3rd quarter of 2013;

- Ensure that the reports of the Company’s sole executive body on the status of data exchange in JSC Russian Grids will be submitted to the Board of Directors of JSC Russian Grids in the following periods: 1st quarter of 2014, 3rd quarter of 2014, and 1st quarter of 2015.

Approved unanimously.

6. THE FOLLOWING PERSON WAS HEARD:

Yu. V. Goncharov

Determination of the offering price of additional ordinary shares in the Company.

THE FOLLOWING PERSONS REPORTED:

G. V. Boos, S. F. Smolyak, S. Remes, and V. V. Kudryavy

224

IT WAS RESOLVED AS FOLLOWS:

6.1. The offering price (including with respect to the persons included on the list of the persons having the preemptive right to acquire placed additional shares) of one additional share in the Company shall be 2.79 rubles.

G. V. Boos, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

S. R. Borisov “Abstained.”

Approved by a majority of votes.

FOR THE RECORD ONLY:

The Board of Directors received from investment banks, VTB Capital and Morgan Stanley, their respective opinions stating that the effective share swap ratio with respect to one ordinary share in JSC Russian Grids to be exchanged for ordinary shares in JSC FGC UES (calculated on the basis of Ernst & Young’s independent appraisal of the market value of these securities at 2.79 rubles and 0.2836 rubles respectively) is financially fair under the planned transaction. 355

7. THE FOLLOWING PERSON WAS HEARD:

Yu. V. Goncharov

Proposals for the Extraordinary General Meeting of Shareholders concerning the issue “Increase in the authorized capital of the Company by means of the placement of additional shares.”

THE FOLLOWING PERSONS REPORTED:

G. V. Boos, S. Remes, and V. V. Kudryavy

IT WAS RESOLVED AS FOLLOWS:

7.1. It shall be proposed that the Extraordinary General Meeting of Shareholders of the Company adopt the following decision on the issue “Increase in the authorized capital of the Company by means of the placement of additional shares”:

“The authorized capital of JSC Russian Grids shall be increased by means of the placement of one hundred sixty-one billion, sixty-six million, four hundred forty thousand, seven hundred 225

ROSSETI ANNUAL REPORT 2013

seventy-five (161,066,440,775) additional uncertificated registered ordinary shares, each with a par value of one (1) ruble, with the total par value of one hundred sixty-one billion, sixty-six million, four hundred forty thousand, seven hundred seventy-five (161,066,440,775) rubles subject to the following basic terms and conditions:

1) placement method: public offering;

2) offering price (including with respect to the persons included on the list of the persons having the preemptive right to acquire placed additional shares) of one additional share: 2.79 rubles;

3) method of payment for additional shares: payment for additional shares is made in cash in Russian rubles by bank transfer into JSC Russian Grids’s settlement account, and other than in cash (in kind), namely by transfer of uncertificated registered ordinary shares in Open Joint- Stock Company Federal Grid Company of Unified Energy System.

The following appraisers may be engaged to determine the market value of the property that may be used as payment for the uncertificated registered ordinary shares placed by JSC Russian Grids:

1. Hakob Gurgenovich Sarkissian, a full member of the Russian Society of Appraisers (location: Russia, 105066, Moscow, 1-y Basmanny pereulok, 2A, office 5).

H. G. Sarkissian works under an employment contract with Ernst & Young Valuation and 356 Advisory Services Limited Liability Company.

2. Maria Lvovna Lafer, a full member of the Russian Society of Appraisers (location: Russia, 105066, Moscow, 1-y Basmanny pereulok, 2A, office 5).

M. L. Lafer works under an employment contract with Ernst & Young Valuation and Advisory Services Limited Liability Company.

3. Olga Yurievna Arkhangelskaya, a full member of the Russian Society of Appraisers (location: Russia, 105066, Moscow, 1-y Basmanny pereulok, 2A, office 5).

O. Yu. Arkhangelskaya works under an employment contract with Ernst & Young Valuation and Advisory Services Limited Liability Company.

4. Alexander Vofovich Kopylov, a full member of the Russian Society of Appraisers (location: Russia, 105066, Moscow, 1-y Basmanny pereulok, 2A, office 5).

A. V. Kopylov works under an employment contract with Ernst & Young Valuation and Advisory Services Limited Liability Company.”

G. V. Boos, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

S. R. Borisov “Abstained.”

Approved by a majority of votes.

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8. THE FOLLOWING PERSON WAS HEARD:

Yu. V. Goncharov

Determination of the price of the Agreement for the Procedure for Controlling and Voting Shares in JSC FGC UES, which is a related party transaction.

THE FOLLOWING PERSON REPORTED:

G. V. Boos

IT WAS RESOLVED AS FOLLOWS:

8.1. The price of the Agreement for the Procedure for Controlling and Voting Shares in JSC FGC UES (Shareholders’ Agreement) (not in relation to the direct or indirect acquisition, disposal, or possible disposal of the property by the Company), which is a related party transaction, shall be equal, as determined by the Board of Directors of the Company in accordance with Article 77 of the Federal Law “On Joint-Stock Companies,” to the price (market value appraised in money terms) of shares in JSC FGC UES that represent the rights covered by the Shareholders’ Agreement between the parties. 357 G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, T. Hendel, and P. O. Shatsky voted “For.”

V. M. Kravchenko, D. V. Fedorov, and N. N. Shvets, failing to be independent directors, did not participate in the voting.

Approved unanimously by independent directors who were not related parties to the transaction.

9. THE FOLLOWING PERSON WAS HEARD:

Yu. V. Goncharov

Proposals for the Extraordinary General Meeting of Shareholders concerning the issue “Approval of the Agreement for the Procedure for Controlling and Voting Shares in JSC FGC UES, which is a related party transaction.”

THE FOLLOWING PERSON REPORTED:

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G. V. Boos

IT WAS RESOLVED AS FOLLOWS:

9.1. It shall be proposed that the Extraordinary General Meeting of Shareholders of the Company adopt the following decision on the issue “Approval of the Agreement for the Procedure for Controlling and Voting Shares in JSC FGC UES, which is a related party transaction”:

The Agreement for the Procedure for Controlling and Voting Shares in JSC FGC UES (hereinafter, the “Shareholders’ Agreement”), which is a related party transaction, shall be approved subject to the following material terms and conditions:

Parties to the Shareholders’ Agreement:

The Company,

The Federal Agency for State Property Management of the Russian Federation (“Agency”).

Subject matter of the Shareholders’ Agreement:

Under the Shareholders’ Agreement, the parties agree to exercise JSC FGC UES shareholders’ rights represented by shares in JSC FGC UES and participate in managing JSC FGC UES in 358 accordance with the terms and conditions of the Shareholders’ Agreement.

Price of the Shareholders’ Agreement:

The price of the Shareholders’ Agreement (not in relation to the direct or indirect acquisition, disposal, or possible disposal of the property by the Company) is equal, as determined by the Board of Directors of the Company in accordance with Article 77 of the Federal Law “On Joint- Stock Companies,” to the price (market value appraised in money terms) of shares in JSC FGC UES that represent the rights covered by the Shareholders’ Agreement between the parties.

Term of the Shareholders’ Agreement:

The Shareholders’ Agreement is deemed to be entered into as of its execution by both parties but becomes effective and binding upon the parties, and the parties’ rights and obligations arise, as of the date when the Company acquires title to shares in JSC FGC UES.

Approved unanimously.

10. THE FOLLOWING PERSON WAS HEARD:

228

Yu. V. Goncharov

Proposals for the Extraordinary General Meeting of Shareholders concerning the issue “Early termination of the powers of the management organization, JSC FGC UES.”

THE FOLLOWING PERSON REPORTED:

G. V. Boos

IT WAS RESOLVED AS FOLLOWS:

10.1. It shall be proposed that the Extraordinary General Meeting of Shareholders of the Company adopt the following decision on the issue “Early termination of the powers of the management organization, JSC FGC UES”:

The powers of the management organization of JSC Russian Grids (formerly, JSC IDGC Holding), namely Open Joint-Stock Company Federal Grid Company of Unified Energy System (JSC FGC UES), shall be terminated earlier as of the date of the contribution of (transfer of title to) federally owned shares in JSC FGC UES as payment for additional shares to be placed by Joint Stock Company Russian Grids in connection with an increase in its authorized capital. 359 G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

Approved unanimously.

11. THE FOLLOWING PERSON WAS HEARD:

Yu. V. Goncharov

Approval of the form and text of ballots for voting on the issue on the agenda of the Extraordinary General Meeting of Shareholders of the Company.

THE FOLLOWING PERSON REPORTED:

G. V. Boos

IT WAS RESOLVED AS FOLLOWS:

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11.1. The form and text of ballots for voting at the Extraordinary General Meeting of Shareholders of the Company shall be approved (Appendix 9).

Approved unanimously.

13. THE FOLLOWING PERSON WAS HEARD:

A. V. Demidov

Proposals to give due consideration to seasonality in setting tariffs for electric grid companies in resort regions.

THE FOLLOWING PERSON REPORTED:

360 G. V. Boos

IT WAS RESOLVED AS FOLLOWS:

13.1. The consideration of this issue shall be postponed to May 15, 2013, this issue to be preliminarily reviewed by the Society, Customer, and Government Relations and Information Policy Committee of the Board of Directors of JSC Russian Grids.

Approved unanimously.

Written opinion by member of the Board of Directors of JSC Russian Grids S. R. Borisov on Items 1–15 on the agenda of the meeting attached hereto (Appendix 10).

Written opinion by member of the Board of Directors of JSC Russian Grids B. G. Zingarevich on Items 1–15 on the agenda of the meeting attached hereto (Appendix 11).

Written opinion by member of the Board of Directors of JSC Russian Grids V. M. Kravchenko on Items 1–15 on the agenda of the meeting attached hereto (Appendix 11).

Written opinion by member of the Board of Directors of JSC Russian Grids S. V. Serebryannikov on Items 1–15 on the agenda of the meeting attached hereto (Appendix 11). 230

Written opinion by member of the Board of Directors of JSC Russian Grids V. V. Tatsiy on Items 1–15 on the agenda of the meeting attached hereto (Appendix 11).

Written opinion by member of the Board of Directors of JSC Russian Grids D. V. Fedorov on Items 1–15 on the agenda of the meeting attached hereto (Appendix 13).

Written opinion by member of the Board of Directors of JSC Russian Grids T. Hendel on Items 1–15 on the agenda of the meeting attached hereto (Appendix 14).

Written opinion by member of the Board of Directors of JSC Russian Grids N. N. Shvets on Items 1–15 on the agenda of the meeting attached hereto (Appendix 15).

G. V. Boos

Chairman of the Board of Directors

G. A. Kizaryants

Secretary of the Board of Directors 361

Date of the Minutes of the Meeting: April 8, 2013

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M I N U T E S

of the Meeting of the Board of Directors

April 5, 2013 No. 113

Moscow

362

The decision of the Board of Directors of JSC IDGC Holding was approved by absentee voting (voting by ballot).

The following members of the Board of Directors participated in the voting: G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets.

A. R. Bokarev and E. B. Titova did not participate in the voting.

Agenda:

1. Consideration of proposals put forward by shareholders of the Company regarding the inclusion of items on the agenda of the Annual General Meeting of Shareholders of the Company and regarding the nomination of candidates for the Company’s management and control bodies.

232

IT WAS RESOLVED AS FOLLOWS:

In accordance with Article 53 of the Federal Law “On Joint-Stock Companies” and the proposals received by the Board of Directors of the Company from shareholders (Appendixes 1–4):

1.1. The following items shall be included on the agenda of the Company’s Annual General Meeting of Shareholders to discuss performance results for 2012:

1. Approval of the Annual Report of the Company;

2. Approval of annual accounting statements, including profit and loss statements (profit and loss accounts), of the Company;

3. Approval of the Company’s profit distribution based on performance results in 2012;

4. Amount, period, and form of dividend payment based on performance results in 2011;

5. Payment of remuneration for serving on the Board of Directors to members of the Board of Directors other than those who hold public office in the amount specified in the Company’s internal documents.

6. Election of members of the Company’s Board of Directors;

7. Election of members of the Company’s Internal Audit Commission; 363 8. Approval of the Company’s Auditor.

G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

Approved unanimously.

1.2. The following candidates shall be included on the list of nominees for election to the Board of Directors of JSC Russian Grids:

No. Full Name of Nominee Position of Nominee Nominating Shareholder

1. Georgy Valentinovich Boos President, Boos Lighting Group Management Company Federal Agency for State Property Management

2 . Oleg Mikhailovich Budargin Chairman of the Management Board, JSC FGC UES Federal Agency for State Property Management

3. Vyacheslav Mikhailovich Kravchenko Chairman of the Board, Nonprofit Partnership Council for Organizing Efficient System of Trading at Wholesale and Retail Electricity and Capacity Market (Market Council) Federal Agency for State Property Management

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4. Denis Stanislavovich Morozov Representative of the Russian Federation on the Board of Directors of the European Bank for Reconstruction and Development Federal Agency for State Property Management

5. Andrey Yevgenyevich Murov Executive Director, JSC IDGC Holding Federal Agency for State Property Management

6. Ernesto Ferlenghi Head of the Eni Representative Office in the Russian Federation and the CIS Federal Agency for State Property Management

7. Sergey Ivanovich Shmatko Member of the Commission for Strategic Development of the Fuel and Energy Sector and Environmental Security of the Russian Federation Federal Agency for State Property Management

8. Boris Ilyich Ayuyev Director General, SO UPS, JSC Federal Agency for State Property Management

9. Elena Borisovna Titova President and Chairperson of the Board, Russian Regional Development Bank Federal Agency for State Property Management

10. Maria Valerievna Ochirova Director of the Corporate Department, MMC Norilsk Nickel MMC Norilsk Nickel

364 11. Seppo Juha Remes Director General, OOO Kiuru Rusenergo Fund Limited

12. Andrey Nikolayevich Shishkin Vice President, Rosneft OOO Neft-Aktiv

13. Vladislavovich Nikonov Director of the Energy Department, Rosneft OOO Neft- Aktiv

14. Stanislav Olegovich Ashirov Director General, OAO Mezhregionenergosbyt OOO Gazprom Energoholding

15. Valery Alekseyevich Gulyaev OOO Gazprom Energoholding

16. Pavel Olegovich Shatsky First Deputy Director General, OOO Gazprom Energoholding OOO Gazprom Energoholding

G. V. Boos, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

S. R. Borisov voted “Against.”

Approved by a majority of votes.

1.3. The following candidates shall be included on the list of nominees for election to the Internal Audit Commission of JSC Russian Grids: 234

No. Full Name of Nominee Position of Nominee Nominating Shareholder

1. Anna Valeryevna Drokova Deputy Division Head,

Federal Agency for State Property Management of the Russian Federation Federal Agency for State Property Management

2. Karim Karimovich Samakhuzhin Chief Specialist and Expert of the Division, Ministry of Energy of the Russian Federation Federal Agency for State Property Management

3. Alan Fyodorovich Khadziev Division Head, Ministry of Energy of the Russian Federation Federal Agency for State Property Management

4. Vladimir Vasilyevich Khvorov Lead Expert of the Division, Ministry of Economic Development of the Russian Federation Federal Agency for State Property Management

5. Nikolay Grigoryevich Shulginov First Deputy Director General, SO UPS, JSC Federal Agency for State Property Management

6. Dinur Rinatovich Arifulin Deputy Head of the Internal Audit Directorate, Rosneft OOO Neft-Aktiv

G. V. Boos, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets 365 voted “For.”

S. R. Borisov voted “Against.”

Approved by a majority of votes.

Ballots attached.

G. V. Boos

Chairman of the Board of Directors

G. A. Kizaryants

Secretary of the Board of Directors

Date of the Minutes of the Meeting: April 8, 2013

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MINUTES

of the Meeting of the Board of Directors

April 22, 2013 No. 114

Moscow

The decision of the Board of Directors of JSC Russian Grids was approved by absentee voting 366 (voting by ballot).

The following members of the Board of Directors participated in the voting: G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets.

A. R. Bokarev and P. O. Shatsky did not participate in the voting.

Agenda:

1. Consideration of the Report on implementation of the Annual Comprehensive Procurement Program of JSC Russian Grids for Q4 and 12 months of 2012.

2. Approval of the Report on the implementation of measures for compliances with requirements of the insider information control laws in JSC Russian Grids in 2012.

3. Report on activities of the Management Board of JSC Russian Grids for Q4 2012 and for 2012.

4. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the Board of Directors of JSC IDGC of Siberia.

5. Approval of Supplementary Agreement No. 2 to Property Lease Agreement No. 36/А- 31.10.2011 of October 31, 2011 by and between JSC Russian Grids and JSC Nurenergo, which is a related party transaction.

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1. Consideration of the Report on implementation of the Annual Comprehensive Procurement Program of JSC Russian Grids for Q4 and 12 months of 2012.

IT WAS RESOLVED AS FOLLOWS:

Note shall be taken of the Report of the Company’s Sole Executive Body on implementation of the Annual Comprehensive Procurement Program of JSC Russian Grids for Q4 and 12 months of 2012 (Appendix 1).

G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For”.

Approved by a majority vote.

2. Approval of the Report on the implementation of measures for compliances with requirements of the insider information control laws in JSC Russian Grids in 2012.

IT WAS RESOLVED AS FOLLOWS: 367

The Report on the implementation of measures for compliances with requirements of the insider information control laws in JSC Russian Grids in 2012 (Appendix 2) shall be approved.

Approved by a majority vote.

3. Report on activities of the Management Board of JSC Russian Grids for Q4 2012 and for 2012.

IT WAS RESOLVED AS FOLLOWS:

Note shall be taken of the Report on activities of the Management Board of JSC Russian Grids for Q4 2012 and for 2012 (Appendix 3).

Approved by a majority vote.

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4. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the Board of Directors of JSC IDGC of Siberia.

IT WAS RESOLVED AS FOLLOWS:

Representatives of JSC Russian Grids shall be instructed to vote “FOR” inclusion of the following items on the agenda of the annual General Meeting of Shareholders of JSC IDGC of Siberia when voting with respect to the item on the agenda of the meeting of the Board of Directors of JSC IDGC of Siberia “Defining of the agenda of the annual General Meeting of Shareholders of JSC IDGC of Siberia”:

1. Approval of the Agreement on Repayment of the Debt under Contract for the Provision of Electricity Distribution Services through the Unified National (Russian) Energy System No. 154/P of December 19, 2005 by and between JSC IDGC of Siberia and JSC FGC UES, which is a related party transaction;

2. Approval of transactions by and between JSC IDGC of Siberia and JSC Sibirelektrosetservis, which are related party transactions and awarded to JSC Sibirelektrosetservis as a result of competitive procedures, that may be performed in the future in the normal course of business of JSC IDGC of Siberia. 368 G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For”.

Approved by a majority vote.

IT WAS RESOLVED AS FOLLOWS:

Supplementary Agreement No. 2 Property Lease Agreement No. 36/А-31.10.2011 of October 31, 2011 (hereinafter the “Lease Agreement”) by and between JSC Russian Grids and JSC Nurenergo, which is a related party transaction (hereinafter the “Supplementary Agreement” or “appendix to this decision”), shall be approved on the following material terms and conditions:

Parties to the Supplementary Agreement:

JSC Russian Grids as the Landlord;

JSC Nurenergo as the Tenant.

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Subject matter of the Supplementary Agreement:

The Parties agree to make the following amendments to the Lease Agreement:

57 (fifty-seven) units of the equipment shall be excluded from Appendices 1, 2 and 5 and amendments shall be made to Appendix 6 with respect to clarification of the property description in accordance with the Appendix to this Supplementary Agreement.

Term of the Supplementary Agreement:

The Supplementary Agreement shall take effect as from the date of its signing and apply to the relationship of the Parties arisen as from January 1, 2013.

G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, and T. Hendel voted “For”.

V. M. Kravchenko, E. B. Titova, D.V. Fedorov, and N. N. Shvets, failing to be independent directors, did not participate in the voting.

Approved unanimously by independent directors who are not related parties to the transaction.

369 Ballots attached.

G. V. Boos

Chairman of the Board of Directors

G. A. Kizaryants

Secretary of the Board of Directors

Date of the Minutes of the Meeting: April 24, 2013

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M I N U T E S

of the Meeting of the Board of Directors

April 26, 2013 No. 115

Moscow

The decision of the Board of Directors of JSC Russian Grids was approved by absentee voting 370 (voting by ballot).

The following members of the Board of Directors participated in the voting: G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets.

A. R. Bokarev and E. B. Titova did not participate in the voting.

Agenda:

1. Approval of the cost estimate in relation to making preparations for and holding the Extraordinary General Meeting of Shareholders of JSC Russian Grids.

2. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the Extraordinary General Meeting of Shareholders of OAO South Center of Power Engineering Real Estate “Approval of the lease agreement for the real property located at: Volgograd, ul. Akademicheskaya, 22 to be entered into by and between OAO South Center of Power Engineering Real Estate and JSC SCPE, which is a major transaction.”

3. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the Extraordinary General Meeting of Shareholders of OAO South Center of Power Engineering Real Estate “Approval of the lease agreement for the real property located at: Rostov-on-Don, ul. Litvinova, 4 to be entered into by and between OAO South Center of Power Engineering Real Estate and JSC SCPE, which is a major transaction.”

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4. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the Extraordinary General Meeting of Shareholders of OAO South Center of Power Engineering Real Estate “Approval of the lease agreement for the real property located at: Rostov-on-Don, prospekt Budyonnovsky, 2 to be entered into by and between OAO South Center of Power Engineering Real Estate and JSC SCPE, which is a major transaction.”

5. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the Extraordinary General Meeting of Shareholders of OAO South Center of Power Engineering Real Estate “Approval of the lease agreement for the real property located at: Krasnodar, ul. Starokubanskaya, 116 to be entered into by and between OAO South Center of Power Engineering Real Estate and JSC SCPE, which is a major transaction.”

6. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the items on the agendas of the meeting of the Board of Directors and the General Meeting of Shareholders of JSC LENENERGO.

1. Approval of the cost estimate in relation to making preparations for and holding the Extraordinary General Meeting of Shareholders of JSC Russian Grids. 371

IT WAS RESOLVED AS FOLLOWS:

The cost estimate in relation to making preparations for and holding the Extraordinary General Meeting of Shareholders of JSC Russian Grids shall be approved (Appendix 1).

S. R. Borisov “Abstained.”

Approved by a majority of votes.

IT WAS RESOLVED AS FOLLOWS:

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ROSSETI ANNUAL REPORT 2013

Concerning the item on the agenda of the Extraordinary General Meeting of Shareholders of OAO South Center of Power Engineering Real Estate “Approval of the lease agreement for the real property located at: Volgograd, ul. Akademicheskaya, 22 to be entered into by and between OAO South Center of Power Engineering Real Estate and JSC SCPE, which is a major transaction,” representatives of JSC Russian Grids shall be instructed to vote “For” the following decision:

The lease agreement for the real property located at: Volgograd, ul. Akademicheskaya, 22 to be entered into by and between OAO South Center of Power Engineering Real Estate and JSC SCPE, which is a major transaction, (hereinafter, the “Agreement”) shall be approved subject to the following material terms and conditions:

Parties to the Agreement:

OAO South Center of Power Engineering Real Estate as the Landlord;

JSC SCPE as the Tenant.

Subject matter of the Agreement:

The Landlord provides for the Tenant’s temporary possession and use, and the Tenant accepts the nonresidential premises located in the building at: Volgograd, ul. Akademicheskaya, 22.

372 Total rentable area of the premises: 2,509.8 square meters, including:

1,996.6 square meters of main premises,

513.2 square meters of auxiliary premises.

Price of the Agreement:

The rent consists of a fixed rent and a variable rent.

The fixed rent includes payment for the leased premises and is one million, ninety-one thousand, eight hundred (1,091,800) rubles and 00 kopecks per month, inclusive of 18% VAT of one hundred sixty-six thousand, five hundred forty-five (166,545) rubles and 76 kopecks.

Within the term of the Agreement, the Landlord may unilaterally raise the fixed rent amount, but at most once a calendar year and by at most 10% of the rent rate applied under the Agreement.

The variable rent includes payment for hot and cold water supply, sewerage, heating, and electricity supply services provided for the leased premises. The variable rent is calculated at the then-current rates on the basis of the services and energy resources actually consumed in connection with the operation of the leased premises and the equipment located therein.

Term of the Agreement:

From April 14, 2013, to and including April 13, 2018.

Termination of the Agreement:

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In the event that the owner of the premises changes, the Landlord may unilaterally terminate the Agreement without recourse to legal proceedings upon three (3) months’ written notice to the Tenant.

G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

P. O. Shatsky “Abstained.”

Approved by a majority of votes.

373 IT WAS RESOLVED AS FOLLOWS:

Concerning the item on the agenda of the Extraordinary General Meeting of Shareholders of OAO South Center of Power Engineering Real Estate “Approval of the lease agreement for the real property located at: Rostov-on-Don, ul. Litvinova, 4 to be entered into by and between OAO South Center of Power Engineering Real Estate and JSC SCPE, which is a major transaction,” representatives of JSC Russian Grids shall be instructed to vote “For” the following decision:

The lease agreement for the real property located at: Rostov-on-Don, ul. Litvinova, 4 to be entered into by and between OAO South Center of Power Engineering Real Estate and JSC SCPE, which is a major transaction, (hereinafter, the “Agreement”) shall be approved subject to the following material terms and conditions:

Parties to the Agreement:

OAO South Center of Power Engineering Real Estate as the Landlord;

JSC SCPE as the Tenant.

Subject matter of the Agreement:

The Landlord provides for the Tenant’s temporary possession and use, and the Tenant accepts the nonresidential premises located in the building at: Rostov-on-Don, ul. Litvinova, 4.

Total rentable area of the premises: 6,597.8 square meters, including:

4,704.4 square meters of main premises,

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1,893.4 square meters of auxiliary premises.

Price of the Agreement:

The rent consists of a fixed rent and a variable rent.

The fixed rent includes payment for the leased premises and is three million, one hundred ninety- two thousand, nine hundred (3,192,900) rubles and 60 kopecks per month, inclusive of 18% VAT of four hundred eighty-seven thousand, fifty-two (487,052) rubles and 63 kopecks.

Within the term of the Agreement, the Landlord may unilaterally raise the fixed rent amount, but at most once a calendar year and by at most 10% of the rent rate applied under the Agreement.

Term of the Agreement:

From April 25, 2013, to and including April 24, 2018.

Termination of the Agreement:

374 In the event that the owner of the premises changes, the Landlord may unilaterally terminate the Agreement without recourse to legal proceedings upon three (3) months’ written notice to the Tenant.

G. V. Boos, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

S. R. Borisov and P. O. Shatsky “Abstained.”

Approved by a majority of votes.

IT WAS RESOLVED AS FOLLOWS:

between OAO South Center of Power Engineering Real Estate and JSC SCPE, which is a major transaction,” representatives of JSC Russian Grids shall be instructed to vote “For” the following decision:

The lease agreement for the real property located at: Rostov-on-Don, prospekt Budyonnovsky, 2 to be entered into by and between OAO South Center of Power Engineering Real Estate and JSC SCPE, which is a major transaction, (hereinafter, the “Agreement”) shall be approved subject to the following material terms and conditions:

Parties to the Agreement:

OAO South Center of Power Engineering Real Estate as the Landlord;

JSC SCPE as the Tenant.

Subject matter of the Agreement:

The Landlord provides for the Tenant’s temporary possession and use, and the Tenant accepts the nonresidential premises located in the building at: Rostov-on-Don, prospekt Budyonnovsky, 2.

Total rentable area of the premises: 4,557.2 square meters, including:

3,525.7 square meters of main premises, 375 1,031.5 square meters of auxiliary premises.

Price of the Agreement:

The rent consists of a fixed rent and a variable rent.

The fixed rent includes payment for the leased premises and is two million, six hundred twelve thousand, two hundred thirty-nine (2,612,239) rubles and 40 kopecks per month, inclusive of 18% VAT of three hundred ninety-eight thousand, four hundred seventy seven (398,477) rubles and 20 kopecks.

Within the term of the Agreement, the Landlord may unilaterally raise the fixed rent amount, but at most once a calendar year and by at most 10% of the rent rate applied under the Agreement.

Term of the Agreement:

From April 29, 2013, to and including April 28, 2018.

Termination of the Agreement:

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In the event that the owner of the premises changes, the Landlord may unilaterally terminate the Agreement without recourse to legal proceedings upon three (3) months’ written notice to the Tenant.

G. V. Boos, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

S. R. Borisov and P. O. Shatsky “Abstained.”

Approved by a majority of votes.

376 IT WAS RESOLVED AS FOLLOWS: Concerning the item on the agenda of the Extraordinary General Meeting of Shareholders of OAO South Center of Power Engineering Real Estate “Approval of the lease agreement for the real property located at: Krasnodar, ul. Starokubanskaya, 116 to be entered into by and between OAO South Center of Power Engineering Real Estate and JSC SCPE, which is a major transaction,” representatives of JSC Russian Grids shall be instructed to vote “For” the following decision:

The lease agreement for the real property located at: Krasnodar, ul. Starokubanskaya, 116 to be entered into by and between OAO South Center of Power Engineering Real Estate and JSC SCPE, which is a major transaction, (hereinafter, the “Agreement”) shall be approved subject to the following material terms and conditions:

Parties to the Agreement:

OAO South Center of Power Engineering Real Estate as the Landlord;

JSC SCPE as the Tenant.

Subject matter of the Agreement:

The Landlord provides for the Tenant’s temporary possession and use, and the Tenant accepts the nonresidential premises located in the building at: Krasnodar, ul. Starokubanskaya, 116.

Total rentable area of the premises: 3,669.9 square meters, including:

2,541.6 square meters of main premises,

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1,128.3 square meters of auxiliary premises.

Price of the Agreement:

The rent consists of a fixed rent and a variable rent.

The fixed rent includes payment for the leased premises and is one million, six hundred forty- two thousand, nine hundred forty-seven (1,642,947) rubles and 60 kopecks per month, inclusive of 18% VAT of two hundred fifty thousand, six hundred nineteen (250,619) rubles and 13 kopecks.

Within the term of the Agreement, the Landlord may unilaterally raise the fixed rent amount, but at most once a calendar year and by at most 10% of the rent rate applied under the Agreement.

Term of the Agreement:

From October 7, 2013, to and including October 6, 2018.

Termination of the Agreement: 377 In the event that the owner of the premises changes, the Landlord may unilaterally terminate the Agreement without recourse to legal proceedings upon three (3) months’ written notice to the Tenant.

G. V. Boos, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

S. R. Borisov and P. O. Shatsky “Abstained.”

Approved by a majority of votes.

IT WAS RESOLVED AS FOLLOWS:

6.1. Concerning the item on the agenda of the meeting of the Board of Directors of JSC LENENERGO “Approval of the agenda of the General Meeting of Shareholders of JSC LENENERGO,” representatives of JSC Russian Grids shall be instructed to vote “For” the

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inclusion of the following item on the agenda of the General Meeting of Shareholders of JSC LENENERGO:

- Increase in the authorized capital of the Company by means of the placement of additional shares.

6.2. Concerning the item “Increase in the authorized capital of JSC LENENERGO by means of the placement of additional shares,” representatives of JSC Russian Grids at the General Meeting of Shareholders of JSC LENENERGO shall be instructed to vote “For” the following decision:

6.2.1. The authorized capital of JSC LENENERGO shall be increased by means of the placement of additional uncertificated registered ordinary shares, each with a par value of one (1) ruble, in the quantity ensuring that JSC Russian Grids will contribute the amount of at most three billion (3,000,000,000) rubles received by JSC Russian Grids from the federal budget and that the percentage of ordinary shares held by JSC Russian Grids in JSC LENENERGO will be kept subject to the following principal terms and conditions:

1) placement method: public offering;

2) offering price (including with respect to the persons included on the list of the persons having the preemptive right to acquire placed additional shares) of one additional share: determined by the Board of Directors of JSC LENENERGO on the basis of the weighted average price of 378 transactions closed in the process of MICEX Stock Exchange trading in relation to ordinary shares in JSC LENENERGO for a period of three months ending five business days prior to the date of the meeting of the Board of Directors of JSC LENENERGO whose agenda includes the issue concerning the determination of the offering price of additional shares in JSC LENENERGO;

3) method of payment for additional shares: payment for additional shares is made in cash in Russian rubles by bank transfer into JSC LENENERGO’s settlement account, and other than in cash (in kind), namely by transfer of title to shares in joint-stock companies whose core business is electricity distribution in Saint Petersburg and the Leningrad Region and by transfer of title to electric grid facilities (movable and immovable property) involved in the power supply for Saint Petersburg and Leningrad Region subscribers, provided that the ownership of such facilities is confirmed.

Independent appraisers working under employment contracts with The Institute for Enterprise Issues Limited Liability Company or LAIR Limited Liability Company shall be engaged to appraise the market value of the property that may be used as payment for placed ordinary shares in JSC LENENERGO;

6.2.2. Paragraphs 4.1 and 4.2 of Article 4 of the Articles of Association of JSC LENENERGO shall be amended with respect to the amount of the authorized capital and with respect to the number of placed and authorized uncertificated registered ordinary shares in JSC LENENERGO according to the results of their placement pursuant to this decision to increase the authorized capital of JSC LENENERGO and in accordance with the registered report on the additional issue of uncertificated registered ordinary shares in JSC LENENERGO.

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G. V. Boos, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

S. R. Borisov, S. Remes, and P. O. Shatsky “Abstained.”

Approved by a majority of votes.

Ballots attached.

G. V. Boos

Chairman of the Board of Directors

G. A. Kizaryants

Secretary of the Board of Directors 379

Date of the Minutes of the Meeting: April 29, 2013

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M I N U T E S

of the Meeting of the Board of Directors

April 29, 2013 No. 116

Moscow

380

The decision of the Board of Directors of JSC Russian Grids was approved by absentee voting (voting by ballot).

A. R. Bokarev, P. A. Borodin, B. G. Zingarevich, E. B. Titova, and P. O. Shatsky did not participate in the voting.

Agenda:

1. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of Chechenenergo, JSC.

2. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of JSC NWEMC.

3. Approval of the agreement to supervise the construction of facilities specified in the Program of the Construction of Olympic Games Sites and the Development of Sochi as a Mountain Climate Resort approved by Resolution of the Government of the Russian Federation No. 991 of December 29, 2007, which is a related party transaction.

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4. Approval of the agreement to supervise the implementation of the Program to Renew Cable Lines of 6–110 kV in Saint Petersburg in 2011–2013, which is a related party transaction.

5. Approval of the agreement to supervise the implementation of the Comprehensive Program of Measures to Reduce Above-standard Electricity Losses in Distribution Networks in the North Caucasus in 2011–2013, which is a related party transaction.

1. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of Chechenenergo, JSC.

IT WAS RESOLVED AS FOLLOWS:

1.1. Concerning the item on the agenda of the meeting of the Board of Directors of Chechenenergo, JSC “Agenda of the Extraordinary General Meeting of Shareholders of Chechenenergo, JSC,” representatives of JSC Russian Grids shall be instructed to vote “For” the inclusion of the following items on the agenda of the Extraordinary General Meeting of Shareholders of Chechenenergo, JSC: 381 - Determination of the quantity, par value, category (type) of Chechenenergo, JSC’s authorized shares and rights attaching thereto;

- Approval of amendments and supplements to the Articles of Association of Chechenenergo, JSC;

- Increase in the authorized capital of Chechenenergo, JSC by means of the placement of additional shares;

- Approval of the agreement for the acquisition of additional shares in Chechenenergo, JSC between Chechenenergo, JSC and JSC Russian Grids, which is a related party transaction;

- Approval of the agreement for the acquisition of additional shares in Chechenenergo, JSC between Chechenenergo, JSC and the Ministry of Property and Land Relations of the Chechen Republic, which is a related party transaction.

1.2. The sole executive body of JSC Russian Grids shall be instructed to submit on or prior to May 30, 2013, for consideration by the Board of Directors of JSC Russian Grids the issue related to the defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the following items on the agenda of the Extraordinary General Meeting of Shareholders of Chechenenergo, JSC:

- “Determination of the quantity, par value, category (type) of Chechenenergo, JSC’s authorized shares and rights attaching thereto”;

- “Increase in the authorized capital of Chechenenergo, JSC by means of the placement of additional shares.” 251

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G. V. Boos, S. R. Borisov, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

Approved unanimously.

2. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of JSC NWEMC.

IT WAS RESOLVED AS FOLLOWS:

Concerning the item on the agenda of the meeting of the Board of Directors of JSC NWEMC “Agenda of the General Meeting of Shareholders of JSC NWEMC,” representatives of JSC Russian Grids shall be instructed to vote “For” the inclusion of the following item on the agenda of the General Meeting of Shareholders of JSC NWEMC:

- Decrease in the authorized capital of the Company by means of the reduction of the par value of shares.

G. V. Boos, S. R. Borisov, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, 382 V. V. Tatsiy, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.” Approved unanimously.

IT WAS RESOLVED AS FOLLOWS:

The agreement to supervise the construction of facilities specified in the Program of the Construction of Olympic Games Sites and the Development of Sochi as a Mountain Climate Resort approved by Resolution of the Government of the Russian Federation No. 991 of December 29, 2007 (hereinafter, the “Agreement”), which is a related party transaction, shall be approved subject to the following material terms and conditions:

Parties to the Agreement:

JSC Russian Grids and Kubanenergo.

Subject matter of the Agreement:

252

JSC Russian Grids acts to supervise the implementation by Kubanenergo of the Program of the Construction of Olympic Games Sites and the Development of Sochi as a Mountain Climate Resort approved by Resolution of the Government of the Russian Federation No. 991 of December 29, 2007 in accordance with the Agreement, using the funds contributed to the authorized capital of JSC Russian Grids from the federal budget.

Liability of the parties:

The parties are liable for the nonperformance or improper performance of the Agreement in accordance with the applicable regulatory documents of JSC Russian Grids and Kubanenergo.

Term of the Agreement:

The Agreement becomes effective as of its execution by both parties and remains in full force and effect until the parties perform their respective obligations.

G. V. Boos, S. R. Borisov, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, and T. Hendel voted “For.”

V. M. Kravchenko, D. V. Fedorov, and N. N. Shvets, failing to be independent directors, did not participate in the voting.

Approved unanimously by independent directors who were not related parties to the transaction. 383

4. Approval of the agreement to supervise the implementation of the Program to Renew Cable Lines of 6–110 kV in Saint Petersburg in 2011–2013, which is a related party transaction.

IT WAS RESOLVED AS FOLLOWS:

The agreement to supervise the implementation of the Program to Renew Cable Lines of 6–110 kV in Saint Petersburg in 2011–2013 (hereinafter, the “Agreement”), which is a related party transaction, shall be approved subject to the following material terms and conditions:

Parties to the Agreement:

JSC Russian Grids and JSC LENENERGO.

Subject matter of the Agreement:

JSC Russian Grids acts to supervise the implementation by JSC LENENERGO of the Program to Renew Cable Lines of 6–110 kV in Saint Petersburg in 2011–2013 in accordance with the Agreement, using the funds contributed to the authorized capital of JSC Russian Grids from the federal budget.

Liability of the parties:

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ROSSETI ANNUAL REPORT 2013

The parties are liable for the nonperformance or improper performance of the Agreement in accordance with the applicable regulatory documents of JSC Russian Grids and JSC LENENERGO.

Term of the Agreement:

The Agreement becomes effective as of its execution by both parties and remains in full force and effect until the parties perform their respective obligations.

G. V. Boos, S. R. Borisov, V. V. Kudryavy, S. V. Serebryannikov, V. V. Tatsiy, and T. Hendel voted “For.”

S. Remes, deemed to be a related party to the transaction, and V. M. Kravchenko, D. V. Fedorov, and N. N. Shvets, failing to be independent directors, did not participate in the voting.

Approved unanimously by independent directors who were not related parties to the transaction.

384 IT WAS RESOLVED AS FOLLOWS:

The agreement to supervise the implementation of the Comprehensive Program of Measures to Reduce Above-standard Electricity Losses in Distribution Networks in the North Caucasus in 2011–2013 (hereinafter, the “Agreement”), which is a related party transaction, shall be approved subject to the following material terms and conditions:

Parties to the Agreement:

JSC Russian Grids and IDGC of Northern Caucasus, JSC.

Subject matter of the Agreement:

JSC Russian Grids acts to supervise the implementation by IDGC of Northern Caucasus, JSC of the Comprehensive Program of Measures to Reduce Above-standard Electricity Losses in Distribution Networks in the North Caucasus in 2011–2013 in accordance with the Agreement, using the funds contributed to the authorized capital of JSC Russian Grids from the federal budget.

Liability of the parties:

The parties are liable for the nonperformance or improper performance of the Agreement in accordance with the applicable regulatory documents of JSC Russian Grids and IDGC of Northern Caucasus, JSC.

Term of the Agreement:

254

The Agreement becomes effective as of its execution by both parties and remains in full force and effect until the parties perform their respective obligations.

G. V. Boos, S. R. Borisov, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, and T. Hendel voted “For.”

V. M. Kravchenko, D. V. Fedorov, and N. N. Shvets, failing to be independent directors, did not participate in the voting.

Approved unanimously by independent directors who were not related parties to the transaction.

Ballots attached.

G. V. Boos

Chairman of the Board of Directors

G. A. Kizaryants 385 Secretary of the Board of Directors

Date of the Minutes of the Meeting: April 29, 2013

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M I N U T E S

of the Meeting of the Board of Directors

May 15, 2013 No. 117

Moscow

Chairman of the Board of Directors of JSC Russian Grids G. V. Boos 386

Present were:

- members of the Board of Directors: V. V. Kudryavy, S. Remes, and V. V. Tatsiy;

- members of the Board of Directors S. R. Borisov (Items 1–5 and 6), B. G. Zingarevich (Items 1–5 and 6), V. M. Kravchenko (Items 1–5 and 6), S. V. Serebryannikov (Items 1–5), E. B. Titova (Items 1–5 and 6), D. V. Fedorov (Items 1–5), T. Hendel (Items 1–5), P. O. Shatsky (Items 1–5 and 6), and N. N. Shvets (Items 1–5 and 6) provided their written opinions on the items on the agenda of the meeting;

- responsible officers of JSC Russian Grids:

O. M. Budargin, A. Ye. Murov, A. V. Demidov, I. V. Khvalin, A. A. Dyomin, V. A. Goncharov, Yu. V. Goncharov, Yu. N. Mangarov, O. V. Shatokhina, A. M. Ayrapetyan, A. A. Zakharov, I. N. Sukharnikova, M. V. Izmaylov, and S. D. Obolentseva;

- M. G. Tikhonova;

- Acting Director General of Kubanenergo A. I. Gavrilov;

- Secretary of the Board of Directors of G. A. Kizaryants.

Of the 15 elected members of the Board of Directors of JSC Russian Grids, four attended the meeting. Nine members of the Board of Directors sent their written opinions. 256

The meeting of the Board of Directors of JSC Russian Grids had a quorum.

Agenda

1. Review of the report on the implementation of the consolidated investment program of JSC Russian Grids for 2012, including the 4th quarter of 2012.

2. Report on JSC Russian Grids’s financial and economic activities for 2012.

3. Report on the implementation of the Company’s Cost Budget for 2012.

4. Review of the report of the sole executive body of the Company on the development of the comparative analysis (benchmarking) system for the purposes of tariff regulation of subsidiaries and dependent companies of JSC Russian Grids in the Russian Federation.

5. Progress in implementing the Strategy for Disposing of Noncore Assets of JSC Russian Grids and Subsidiaries and Dependent Companies of JSC Russian Grids and proposals to change the disposal or use of noncore assets of JSC Russian Grids and subsidiaries and dependent companies of JSC Russian Grids.

6. Schedule of Kubanenergo for eliminating the delay in implementing Paragraph 152 of the Program of the Construction of Olympic Games Sites and the Development of Sochi as a 387 Mountain Climate Resort approved by Resolution of the Government of the Russian Federation No. 991 of December 29, 2007, “On the Program of the Construction of Olympic Games Sites and the Development of Sochi as a Mountain Climate Resort.”

1. THE FOLLOWING PERSON WAS HEARD:

V. A. Goncharov

Review of the report on the implementation of the consolidated investment program of JSC Russian Grids for 2012, including the 4th quarter of 2012.

THE FOLLOWING PERSONS REPORTED:

G. V. Boos and V. V. Kudryavy

IT WAS RESOLVED AS FOLLOWS:

The report on the implementation of the consolidated investment program of JSC Russian Grids for 2012, including the 4th quarter of 2012, shall be approved (Appendix 1).

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G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

Approved unanimously.

2. THE FOLLOWING PERSON WAS HEARD:

A. V. Demidov

Report on JSC Russian Grids’s financial and economic activities for 2012.

THE FOLLOWING PERSONS REPORTED:

G. V. Boos, A. A. Dyomin, S. Remes, and V. A. Goncharov

IT WAS RESOLVED AS FOLLOWS:

The report on JSC Russian Grids’s financial and economic activities for 2012 shall be reworked 388 (as related to the contents of key performance indicators and the methods for defining their target values), and the reworked report shall be submitted before June 10, 2013, to a regular in-person meeting of the Board of Directors of JSC Russian Grids

Approved unanimously.

3. THE FOLLOWING PERSON WAS HEARD:

A. V. Demidov

Report on the implementation of the Company’s Cost Budget for 2012.

THE FOLLOWING PERSONS REPORTED:

G. V. Boos and M. G. Tikhonova

IT WAS RESOLVED AS FOLLOWS:

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Note shall be taken of the report on the implementation of the Company’s Cost Budget for 2012 (Appendix 3).

Approved unanimously.

FOR THE RECORD ONLY:

For the review by the Board of Directors of JSC Russian Grids of the next report of the management company, JSC FGC UES, cost calculations shall be submitted with respect to the employees transferred from JSC IDGC Holding to JSC FGC UES, the employees transferred from JSC FGC UES to JSC IDGC Holding, and the employees employed by both companies simultaneously.

Deadline: June 2013.

4. THE FOLLOWING PERSON WAS HEARD: 389

I. V. Khvalin

Review of the report of the sole executive body of the Company on the development of the comparative analysis (benchmarking) system for the purposes of tariff regulation of subsidiaries and dependent companies of JSC Russian Grids in the Russian Federation.

THE FOLLOWING PERSON REPORTED:

G. V. Boos

IT WAS RESOLVED AS FOLLOWS:

Note shall be taken of the report of the sole executive body of the Company on the development of the comparative analysis (benchmarking) system for the purposes of tariff regulation in the Russian Federation (Appendix 4).

Approved unanimously.

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5. THE FOLLOWING PERSON WAS HEARD:

Yu. V. Goncharov

Progress in implementing the Strategy for Disposing of Noncore Assets of JSC Russian Grids and Subsidiaries and Dependent Companies of JSC Russian Grids and proposals to change the disposal or use of noncore assets of JSC Russian Grids and subsidiaries and dependent companies of JSC Russian Grids.

THE FOLLOWING PERSONS REPORTED:

G. V. Boos and M. G. Tikhonova

IT WAS RESOLVED AS FOLLOWS:

5.1. The report on progress in implementing the Strategy for Disposing of Noncore Assets of JSC Russian Grids and Subsidiaries and Dependent Companies of JSC Russian Grids and proposals to change the disposal or use of noncore assets of JSC Russian Grids and subsidiaries and dependent companies of JSC Russian Grids shall be reworked to include the following 390 information: - about the main characteristics of each noncore asset (separately specifying facilities intended for housing services and public utilities, social facilities (including facilities transferred to municipal ownership without compensation, stating justification for such transfer), and other facilities);

- about the date and balance-sheet acquisition cost (residual value) and about justification for recording on the balance sheet;

- about the date and method (specifying the mass media publication containing the relevant notice) of disposal and sale;

- about the starting and final prices of and justification (investment program implementation, etc.) for the sale of noncore assets;

- about maintenance and administration expenses and operation incomes related to noncore assets (specifying activity types),

and proposals shall be prepared in relation to changing the methods for the disposal of noncore assets of JSC Russian Grids and subsidiaries and dependent companies of JSC Russian Grids and in relation to the value of the transactions that involve noncore assets and shall be submitted to the Board of Directors of JSC Russian Grids.

5.2. The reworked report shall be submitted to a meeting of the Board of Directors of JSC Russian Grids in the 3rd quarter of 2013.

260

Approved unanimously.

6. THE FOLLOWING PERSON WAS HEARD:

A. I. Gavrilov

Schedule of Kubanenergo for eliminating the delay in implementing Paragraph 152 of the Program of the Construction of Olympic Games Sites and the Development of Sochi as a Mountain Climate Resort approved by Resolution of the Government of the Russian Federation No. 991 of December 29, 2007, “On the Program of the Construction of Olympic Games Sites and the Development of Sochi as a Mountain Climate Resort.”

THE FOLLOWING PERSONS REPORTED:

G. V. Boos, A. Ye. Murov, V. V. Kudryavy, and M. G. Tikhonova 391

IT WAS RESOLVED AS FOLLOWS:

6.1. Note shall be taken of the report of the sole executive body of the Company on progress in carrying out the measures contained in the schedule of Kubanenergo for eliminating the delay in implementing Paragraph 152 of the Program of the Construction of Olympic Games Sites and the Development of Sochi as a Mountain Climate Resort (Appendix 6).

6.2. The sole executive body of the Company shall be instructed to cause the schedule of Kubanenergo for eliminating the delay in implementing Paragraph 152 of the Program of the Construction of Olympic Games Sites and the Development of Sochi as a Mountain Climate Resort to be approved by the Board of Directors of Kubanenergo, a subsidiary of JSC Russian Grids.

G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, V. V. Tatsiy, E. B. Titova, P. O. Shatsky, and N. N. Shvets voted “For.”

Approved unanimously.

FOR THE RECORD ONLY:

Instructions shall be given to the Chairman of the Management Board of JSC Russian Grids and recommendations shall be given to the Director General of Kubanenergo that the orders be 261

ROSSETI ANNUAL REPORT 2013

issued by JSC Russian Grids and Kubanenergo to appoint the persons responsible for the implementation of each paragraph of the Company’s investment program and for each facility specified in Paragraph 152, stating the deadlines therefor with due consideration to such commissioning dates for the above-mentioned facilities as specified in Minutes of the Meeting Chaired by Deputy Prime Minister of the Russian Federation D. N. Kozak No. DK-P9-96pr of April 22, 2013, and that such information be submitted to the Board of Directors of JSC Russian Grids before June 15, 2013.

Written opinion by member of the Board of Directors of JSC Russian Grids S. R. Borisov on Items 1–5 on the agenda of the meeting attached hereto (Appendix 7).

Written opinion by member of the Board of Directors of JSC Russian Grids S. R. Borisov on Item 6 on the agenda of the meeting attached hereto (Appendix 8).

Written opinion by member of the Board of Directors of JSC Russian Grids B. G. Zingarevich on Items 1–5 on the agenda of the meeting attached hereto (Appendix 9).

Written opinion by member of the Board of Directors of JSC Russian Grids B. G. Zingarevich on Item 6 on the agenda of the meeting attached hereto (Appendix 10).

Written opinion by member of the Board of Directors of JSC Russian Grids V. M. Kravchenko 392 on Items 1–5 on the agenda of the meeting attached hereto (Appendix 11).

Written opinion by member of the Board of Directors of JSC Russian Grids V. M. Kravchenko on Item 6 on the agenda of the meeting attached hereto (Appendix 12).

Written opinion by member of the Board of Directors of JSC Russian Grids S. V. Serebryannikov on Items 1–5 on the agenda of the meeting attached hereto (Appendix 13).

Written opinion by member of the Board of Directors of JSC Russian Grids E. B. Titova on Items 1–5 on the agenda of the meeting attached hereto (Appendix 14).

Written opinion by member of the Board of Directors of JSC Russian Grids E. B. Titova on Item 6 on the agenda of the meeting attached hereto (Appendix 15).

Written opinion by member of the Board of Directors of JSC Russian Grids D. V. Fedorov on Items 1–5 on the agenda of the meeting attached hereto (Appendix 16).

Written opinion by member of the Board of Directors of JSC Russian Grids T. Hendel on Items 1–5 on the agenda of the meeting attached hereto (Appendix 17).

Written opinion by member of the Board of Directors of JSC Russian Grids N. N. Shvets on Items 1–5 on the agenda of the meeting attached hereto (Appendix 18).

Written opinion by member of the Board of Directors of JSC Russian Grids N. N. Shvets on Item 6 on the agenda of the meeting attached hereto (Appendix 19).

Written opinion by member of the Board of Directors of JSC Russian Grids P. O. Shatsky on Items 1–5 on the agenda of the meeting attached hereto (Appendix 20). 262

Written opinion by member of the Board of Directors of JSC Russian Grids P. O. Shatsky on Item 6 on the agenda of the meeting attached hereto (Appendix 21).

Implementation of the decisions on the issue “Review of the general form and draft of the model long-term contract for the supply of electrical products.” Information on the unit prices of primary electrical equipment and materials purchased by subsidiaries and dependent companies of JSC IDGC Holding in 2011–2012 (Appendix 22).

G. V. Boos

Chairman of the Board of Directors

G. A. Kizaryants

Secretary of the Board of Directors 393

Date of the Minutes of the Meeting: May 17, 2013

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M I N U T E S

of the Meeting of the Board of Directors

May 17, 2013 No. 118

Moscow

The decision of the Board of Directors of JSC Russian Grids was approved by absentee voting 394 (voting by ballot).

The following members of the Board of Directors participated in the voting: G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, and T. Hendel.

A. R. Bokarev, P. A. Borodin, E. B. Titova, P. O. Shatsky, and N. N. Shvets did not participate in the voting

Agenda:

1. Approval of the Decision on the Additional Securities Issue of JSC Russian Grids.

2. Approval of the Securities Prospectus of JSC Russian Grids.

1. Approval of the Decision on the Additional Securities Issue of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

The Decision on the Additional Securities Issue of JSC Russian Grids (uncertificated registered ordinary shares placed through a public offering) shall be approved (Appendix 1). 264

G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, and T. Hendel voted “For.”

Approved unanimously.

2. Approval of the Securities Prospectus of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

The Securities Prospectus of JSC Russian Grids (uncertificated registered ordinary shares placed through a public offering) shall be approved (Appendix 2).

G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, and T. Hendel voted “For.”

Approved unanimously.

Ballots attached. 395

G. V. Boos

Chairman of the Board of Directors

G. A. Kizaryants

Secretary of the Board of Directors

Date of the Minutes of the Meeting: May 20, 2013

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M I N U T E S

of the Meeting of the Board of Directors

May 23, 2013 No. 119

Moscow

The decision of the Board of Directors of JSC Russian Grids was approved by absentee voting 396 (voting by ballot). The following members of the Board of Directors participated in the voting: G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, and T. Hendel.

A. R. Bokarev, P. O. Shatsky, and N. N. Shvets did not participate in the voting.

Agenda:

1. Convocation of the Annual General Meeting of Shareholders of JSC Russian Grids.

2. Tentative approval of the Annual Report of the Company.

3. Annual accounting statements of the Company for 2012.

4. Recommendations for JSC Russian Grids’s profit and loss distribution based on performance results in 2012.

5. Recommendations for the amount of dividends on shares in JSC Russian Grids for 2012 and for the dividend payment procedure.

6. Consideration of a nominee for the Auditor of JSC Russian Grids.

7. Payment of remuneration for serving on the Board of Directors to members of the Board of Directors other than those who hold public office in the amount specified in the Company’s internal documents. 266

8. Proposals for the Annual General Meeting of Shareholders of JSC Russian Grids concerning the issue “Approval of the liability insurance contract for directors and officers, which is a related party transaction.”

9. Determination of the price (money value) of the property to be acquired and transferred by JSC Russian Grids as a result of the related party transaction in connection with the acquisition of additional ordinary shares in Chechenenergo, JSC.

10. Approval of the transfer of title to the property that is owned by JSC Russian Grids and is capital assets, intangible assets, and construction-in-progress facilities intended for the generation, transmission, dispatching, and distribution of electricity and heat.

11. Proposals for the Annual General Meeting of Shareholders to decide on the issue “Approval of the transaction in connection with the acquisition by JSC Russian Grids of additional ordinary shares in Chechenenergo, JSC, which is a related party transaction.”

12. JSC Russian Grids’s holding a stake in Chechenenergo, JSC.

13. Determination of the price of the property (shares in Kubanenergo) to be acquired by JSC Russian Grids under the transaction, which is a related party transaction.

14. Proposals for the Annual General Meeting of Shareholders on the issue “Approval of the transaction in connection with the acquisition by the Company of shares in Kubanenergo from 397 JSC Tyumenenergo, which is a related party transaction.”

15. Determination of the price of the property (additional ordinary shares in Kubanenergo) to be acquired by JSC Russian Grids under the transaction (associated transactions), which is a related party transaction.

16. Proposals for the Annual General Meeting of Shareholders to decide on the issue “Approval of the transaction (associated transactions) in connection with the acquisition by JSC Russian Grids of additional ordinary shares in Kubanenergo, which is a related party transaction.”

17. JSC Russian Grids’s holding a stake in Kubanenergo.

1. Convocation of the Annual General Meeting of Shareholders of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

1.1. The Annual General Meeting of Shareholders of JSC Russian Grids in the form of a meeting (an in-person meeting) shall be convened on June 28, 2013.

1.2. The Annual General Meeting of Shareholders of JSC Russian Grids shall start at 11:00 a.m. (Moscow time).

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1.3. The venue of the Annual General Meeting of Shareholders of JSC Russian Grids shall be Russia, Moscow, prospekt Mira, 119, bldg. 55, All-Russia Exhibition Center (AREC), Pavilion 55.

1.4. Registration of the persons participating in the Annual General Meeting of Shareholders of JSC Russian Grids shall begin at 9:00 a.m. (Moscow time).

1.5. Registration of participants in the Annual General Meeting of Shareholders of JSC Russian Grids shall be conducted at the venue of the Annual General Meeting of Shareholders of JSC Russian Grids.

1.6. The following agenda of the Annual General Meeting of Shareholders of JSC Russian Grids shall be approved:

1) Approval of the Annual Report of the Company.

2) Approval of annual accounting statements, including profit and loss statements (profit and loss accounts), of the Company.

3) Approval of the Company’s profit distribution based on performance results in 2012.

4) Amount, period, and form of dividend payment based on performance results in 2012.

398 5) Payment of remuneration for serving on the Board of Directors to members of the Board of Directors other than those who hold public office in the amount specified in the Company’s internal documents.

6) Election of members of the Company’s Board of Directors.

7) Election of members of the Company’s Internal Audit Commission.

8) Approval of the Company’s Auditor.

9) Approval of the liability insurance contract for directors and officers, which is a related party transaction.

10) Approval of the transaction (associated transactions) in connection with the acquisition by the Company of additional ordinary shares in Kubanenergo, which is a related party transaction.

11) Approval of the transaction in connection with the acquisition by the Company of additional ordinary shares in Chechenenergo, JSC, which is a related party transaction.

12) Approval of the transaction in connection with the acquisition by the Company of shares in Kubanenergo from JSC Tyumenenergo, which is a related party transaction.

1.7. The date of the list of the persons entitled to participate in the Annual General Meeting of Shareholders of JSC Russian Grids shall be May 23, 2013.

1.8. The form and text of the notice of the Annual General Meeting of Shareholders of JSC Russian Grids shall be approved (Appendix 1).

268

1.9. The sole executive body of JSC Russian Grids shall cause the notice of the Annual General Meeting of Shareholders of JSC Russian Grids to be published in the Izvestia newspaper and posted on JSC Russian Grids’s corporate website at www.holding-mrsk.ru on or prior to May 28, 2013.

1.10. Information (materials) provided for shareholders in the course of making preparations for the Annual General Meeting of Shareholders of JSC Russian Grids shall be as follows:

- Annual Report of the Company for 2012;

- annual accounting statements, including the Auditor’s report and the report of the Internal Audit Commission of the Company on the audit of the annual accounting statements, confirming the reliability of the data contained in the Annual Report of the Company;

- assessment of the Company’s Auditor’s report, prepared by the Audit Committee of the Company’s Board of Directors;

- recommendations of the Company’s Board of Directors for the Company’s profit distribution, including the amount of dividends on the Company’s shares and for the dividend payment procedure, and for the Company’s loss distribution based on performance results in the financial year (an extract from the minutes of the meeting of the Company’s Board of Directors);

- information on nominees for the Company’s Board of Directors; 399 - information on nominees for the Company’s Internal Audit Commission;

- information on the nominee for the Company’s Auditor;

- information on whether or not the proposed nominees have given their written consent to being elected to the Company’s Board of Directors and the Company’s Internal Audit Commission;

- proposals of the Company’s Board of Directors (an extract from the minutes of the meeting of the Company’s Board of Directors) concerning the issues on the agenda of the Company’s Annual General Meeting of Shareholders “Approval of the liability insurance contract for directors and officers, which is a related party transaction,” “Approval of the transaction (associated transactions) in connection with the acquisition by the Company of additional ordinary shares in Kubanenergo, which is a related party transaction,” “Approval of the transaction in connection with the acquisition by the Company of additional ordinary shares in Chechenenergo, JSC, which is a related party transaction,” and “Approval of the transaction in connection with the acquisition by the Company of shares in Kubanenergo from JSC Tyumenenergo, which is a related party transaction”;

- the drafts of decisions of the Annual General Meeting of Shareholders of JSC Russian Grids on all issues on the agenda.

1.11. The information (materials) specified in paragraph 1.10 shall be available to the persons entitled to participate in the Annual General Meeting of Shareholders of JSC Russian Grids from 10:00 a.m. to 5:00 p.m. (Moscow time), from June 7, 2013, to and including June 28, 2013, (except nonbusiness days and public holidays):

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- from JSC Russian Grids at: Russia, 107996, Moscow, Ulansky pereulok, 26; and

- from ZAO STATUS Registration Company (hereinafter, “ZAO STATUS”) at: Russia, 109544, Moscow, ul. Novorogozhskaya, 32, str. 1; and

- on JSC Russian Grids’s corporate website at www.holding-mrsk.ru.

The persons entitled to participate in the Annual General Meeting of Shareholders of JSC Russian Grids shall have the right to familiarize themselves with the information (materials) specified in paragraph 1.10 on the date of the Annual General Meeting of Shareholders of JSC Russian Grids at its venue at: Russia, Moscow, prospekt Mira, 119, bldg. 55, All-Russia Exhibition Center (AREC), Pavilion 55.

1.12. JSC Russian Grids’s preference share holders shall have a right to vote on all issues on the agenda of the Annual General Meeting of Shareholders of JSC Russian Grids.

1.13. The form and text of ballots for voting at the Annual General Meeting of Shareholders of JSC Russian Grids shall be approved (Appendices 2–4).

1.14. Ballots for voting on the issues on the agenda of the Annual General Meeting of Shareholders of JSC Russian Grids shall be sent by registered mail or delivered, against a signed acknowledgement of receipt, to each person specified in the list of the persons entitled to 400 participate in the Annual General Meeting of Shareholders of JSC Russian Grids on or prior to June 7, 2013.

1.15. Completed ballots shall be sent to:

- Russia, 109544, Moscow, ul. Novorogozhskaya, 32, str. 1, ZAO STATUS; and

- Russia, 107996, Moscow, GSP-6, Ulansky pereulok, 26, str. 1, JSC Russian Grids.

1.16. The votes represented by ballots received on or prior to June 25, 2013, shall be taken into account for the purposes of establishing whether the Annual General Meeting of Shareholders of JSC Russian Grids has a quorum and for the purposes of tallying the votes.

1.17. The cost estimate in relation to making preparations for and holding the Annual General Meeting of Shareholders of JSC Russian Grids shall be approved (Appendix 5).

1.18. D. L. Guryanov, Director of the Department for Corporate Governance and Shareholder and Investor Relations, shall be elected the Secretary of the Annual General Meeting of Shareholders of JSC Russian Grids.

G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, and T. Hendel voted “For.”

Approved unanimously.

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2. Tentative approval of the Annual Report of the Company.

IT WAS RESOLVED AS FOLLOWS:

2.1. The Annual Report of the Company for 2012 shall be tentatively approved (Appendix 6).

2.2. The Annual Report of the Company for 2012 shall be submitted for approval by the Annual General Meeting of Shareholders.

Approved unanimously.

3. Annual accounting statements of the Company for 2012.

IT WAS RESOLVED AS FOLLOWS: 401 3.1. The annual accounting statements of the Company for 2012 shall be submitted for approval by the Annual General Meeting of Shareholders of the Company (Appendix 7).

Approved unanimously.

4. Recommendations for JSC Russian Grids’s profit and loss distribution based on performance results in 2012.

IT WAS RESOLVED AS FOLLOWS:

It shall be recommended that the Annual General Meeting of Shareholders of the Company adopt the following decision:

4.1. The Company’s profit (loss) distribution based on performance results in 2012 shall be approved:

thousand rubles

Net profit for 2012 (3,099,641)

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To be distributed as follows:

- reserve fund -

- investments and development -

- dividends -

- covering of losses of previous years -

4.2. Distribution of the Company’s profits of prior years shall be approved:

thousand rubles

Undistributed profit 69,158,609

To be distributed as follows:

- reserve fund -

- investments and development,

including:

remuneration payable to members of the Board of Directors of the Company 2,917,517 402

8,034

- dividends 166,012

- covering of losses of previous years -

Undistributed profit 66,075,080

G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, and T. Hendel voted “For.”

S. Remes “Abstained.”

Approved by a majority of votes.

5. Recommendations for the amount of dividends on shares in JSC Russian Grids for 2012 and for the dividend payment procedure.

IT WAS RESOLVED AS FOLLOWS:

272

It shall be recommended that the Annual General Meeting of Shareholders of the Company adopt the following decision:

5.1. Dividends on the Company’s preference and ordinary shares shall not be paid out of the Company’s net profit based on performance results in 2012.

5.2. Dividends on the Company’s preference shares shall be paid out of undistributed profits of prior years in the amount of 0.08 ruble per preference share in the Company within 60 days after the decision to pay such dividends is adopted.

G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, and T. Hendel voted “For.”

S. Remes voted “Against.”

Approved by a majority of votes.

6. Consideration of a nominee for the Auditor of JSC Russian Grids. 403

IT WAS RESOLVED AS FOLLOWS:

6.1. It shall be recommended that the Annual General Meeting of Shareholders of JSC Russian Grids approve ZAO KPMG as the Auditor of JSC Russian Grids.

6.2. The fee for the Auditor’s services in relation to conducting a mandatory annual audit of the statements of JSC Russian Grids for 2013 shall be ten million, nine hundred ninety-four thousand (10,994,000.00) rubles, inclusive of VAT.

Approved unanimously.

IT WAS RESOLVED AS FOLLOWS:

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7.1. It shall be proposed that the Annual General Meeting of Shareholders decide to pay remuneration for serving on the Company’s Board of Directors shall be paid to members of the Company’s Board of Directors other than those who hold public office in the amount specified in the Regulations for Remuneration and Compensation for Members of the Board of Directors of JSC IDGC Holding approved by the decision adopted by the Annual General Meeting of Shareholders of JSC IDGC Holding on June 23, 2010; the Minutes of June 25, 2010.

Approved unanimously.

404 IT WAS RESOLVED AS FOLLOWS:

It shall be proposed that the Annual General Meeting of Shareholders of JSC Russian Grids (hereinafter, the “Company”) adopt the following decision on the issue “Approval of the liability insurance contract for directors and officers, which is a related party transaction”:

8.1. The price of the liability insurance contract for directors and officers between the Company and SOGAZ INSURANCE shall be equal to the insurance premium of three million, three hundred thirty-four thousand, eighty-two (3,334,082) rubles and 84 kopecks.

8.2. The liability insurance contract for directors and officers (hereinafter, the “Contract”) between the Company and SOGAZ INSURANCE, which is a related party transaction, shall be approved subject to the following material terms and conditions:

8.2.1. Parties to the Contract:

the Company as the Insurant;

SOGAZ INSURANCE as the Insurer.

8.2.2. Insured:

- the Company;

- the Insured Persons:

• any individual who, without limitation, was, is, or will be:

- a member of the Board of Directors of the Company; 274

- the Director General of the Company;

- a member of the Management Board of the Company;

- the First Deputy Director General of the Company;

- a Deputy Director General (other than a member of the Management Board) of the Company;

- the Chief Accountant of the Company;

- the Executive Director of the Company;

- the First Deputy Executive Director of the Company;

- a Deputy Executive Director of the Company.

• JSC FGC UES, provided that the functions of the Company’s sole executive body are performed.

• any individual or corporate entity that was, is, or will be the Company’s sole executive body, provided that the same provisions of the Contract apply to such individual or corporate entity as to JSC FGC UES.

8.2.3. Beneficiaries: the Insured and any third parties that can incur damage. 405 8.2.4. Subject matter of the Contract: the Insurant agrees, within the period specified in the Contract, to pay the insurance contribution and comply with the terms and conditions of the Contract, and the Insurer agrees, if the insured event occurs, to pay insurance indemnity upon the terms and conditions of the Contract.

8.2.5. Insured item: the property interests of the Insured in connection with incurring losses.

8.2.6. Insured event: a claim submitted against the Insured within the insurance period or within the period of becoming aware of such claim in connection with an incorrect act occurring on or after July 1, 2008 (retroactively), which definitely leads to losses incurred by the Insured even if such losses have not been actually incurred yet.

8.2.7. Insurance coverage:

- the Insurer pays the losses incurred by the Insured Person;

- the Insurer indemnifies the Company for the Insured Person’s losses paid by the Company;

- the Insurer pays the Company’s losses arising out of the securities-related claims submitted for the first time against the Company within the insurance period for any incorrect acts of the Company.

8.2.8. Coverage exclusions:

The Contract does not cover any claims relating to:

- any income or advantage of the Insured if the Insured are not entitled thereto by operation of law; 275

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- any deliberate criminal or willful act, any deliberate mistake or omission to act, or any deliberate or willful breach of law on the part of the relevant Insured;

- any bodily injury or damage to property;

- any preceding claims and circumstances;

- any environmental contamination;

- any pension or social plans;

- any claims submitted by any Insured against any other Insured within the United States or Canada;

- any claims associated with incorrect acts done by JSC FGC UES in connection with the performance of the functions of the sole executive body of any person other than the Company.

8.2.9. Total aggregate limit of liability: for all of the Insured in relation to all claims, 100,000,000 US dollars.

8.2.10. Additional limit of liability: for each independent director, 1,000,000 US dollars, provided that the total limit of liability for all independent directors is not in excess of 5,000,000 US dollars in the aggregate.

406 8.2.11. Deductibles:

- 150,000 US dollars with respect to securities-related claims submitted in the United States or Canada;

- 100,000 US dollars with respect to securities-related claims submitted in other countries;

- 100,000 US dollars with respect to any other claims submitted in the United States or Canada;

- 50,000 US dollars with respect to any other claims submitted in other countries.

8.2.12. Insurance period: from and including December 25, 2012, to and including December 24, 2013.

8.2.13. Period of becoming aware of a claim:

- 60 days after the expiration of the insurance period automatically, without payment of an additional insurance premium;

- 1 year, provided that an additional insurance premium equal to 100% of the insurance premium under the Contract is paid.

8.2.14. Price of the Contract (Total Insurance Premium): three million, three hundred thirty-four thousand, eighty-two (3,334,082) rubles and 84 kopecks.

8.2.15. The Contract becomes effective as of its execution and remains in full force and effect until the expiration of the insurance period or, in the case of the period of becoming aware of a claim, until the expiration of the applicable period of becoming aware of a claim.

276

Approved unanimously.

IT WAS RESOLVED AS FOLLOWS:

9.1. The price of four billion, two hundred seventy-five million, five hundred forty-eight thousand, ninety-three (4,275,548,093) additional ordinary shares in Chechenenergo, JSC to be acquired by JSC Russian Grids under the transaction, which is a related party transaction, shall be four billion, two hundred seventy-five million, five hundred forty-eight thousand, ninety-three (4,275,548,093) rubles. 407 9.2. The price of the property to be transferred as payment for additional ordinary shares in Chechenenergo, JSC under the transaction, which is a related party transaction, as listed in Appendix 8 hereto shall be equal to the market value as determined by independent appraisers at four billion, two hundred seventy-five million, five hundred forty-eight thousand, ninety-three (4,275,548,093) rubles.

G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, and T. Hendel voted “For.”

V. M. Kravchenko, E. B. Titova, and D. V. Fedorov, failing to be independent directors, did not participate in the voting.

Approved unanimously by independent directors who were not related parties to the transaction.

IT WAS RESOLVED AS FOLLOWS:

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ROSSETI ANNUAL REPORT 2013

10.1. The transfer of title to the property that is owned by JSC Russian Grids and is capital assets, intangible assets, and construction-in-progress facilities intended for the generation, transmission, dispatching, and distribution of electricity and heat, namely such property of electricity distribution facilities involved in the power supply for Chechen Republic subscribers as listed in Appendix 8 hereto, by means of using the property as payment for four billion, two hundred seventy-five million, five hundred forty-eight thousand, ninety-three (4,275,548,093) additional ordinary shares in Chechenenergo, JSC shall be approved.

Approved unanimously.

408 IT WAS RESOLVED AS FOLLOWS:

11.1. It shall be proposed that the Annual General Meeting of Shareholders adopt the following decision on the issue “Approval of the transaction in connection with the acquisition by JSC Russian Grids of additional ordinary shares in Chechenenergo, JSC, which is a related party transaction”:

The transaction in connection with the acquisition by JSC Russian Grids of additional ordinary shares in Chechenenergo, JSC, which is a related party transaction, shall be approved subject to the following material terms and conditions:

Parties to the transaction: Chechenenergo, JSC (“Issuer”) and JSC Russian Grids (“Acquirer”).

Subject matter of the transaction: the Issuer transfers to the ownership of the Acquirer, and the Acquirer accepts and pays for four billion, two hundred seventy-five million, five hundred forty- eight thousand, ninety-three (4,275,548,093) additional uncertificated registered ordinary shares in Chechenenergo, JSC at a price of one (1) ruble per share in the total amount of four billion, two hundred seventy-five million, five hundred forty-eight thousand, ninety-three (4,275,548,093) rubles.

Total price of the transaction: four billion, two hundred seventy-five million, five hundred forty- eight thousand, ninety-three (4,275,548,093) rubles.

Method of payment for shares: payment for additional shares will be made other than in cash, namely by transfer of title to electric grid facilities involved in the power supply for Chechen Republic subscribers. 278

Approved unanimously.

12. JSC Russian Grids’s holding a stake in Chechenenergo, JSC.

IT WAS RESOLVED AS FOLLOWS:

12.1. JSC Russian Grids’s holding a stake in Chechenenergo, JSC by means of the acquisition of four billion, two hundred seventy-five million, five hundred forty-eight thousand, ninety-three (4,275,548,093) additional uncertificated registered ordinary shares in Chechenenergo, JSC at a price of one (1) ruble per share in the total amount of four billion, two hundred seventy-five million, five hundred forty-eight thousand, ninety-three (4,275,548,093) rubles shall be approved.

This decision shall become effective after the General Meeting of Shareholders makes a positive 409 decision on the issue “Approval of the transaction in connection with the acquisition by JSC Russian Grids of additional ordinary shares in Chechenenergo, JSC, which is a related party transaction.”

Approved unanimously.

13. Determination of the price of the property (shares in Kubanenergo) to be acquired by JSC Russian Grids under the transaction, which is a related party transaction.

IT WAS RESOLVED AS FOLLOWS:

13.1. The price of the property (shares in Kubanenergo) to be acquired by JSC Russian Grids under the securities purchase and sale agreement between JSC Russian Grids and JSC Tyumenenergo, which is a related party transaction, shall be four billion, eight hundred eighty million, three hundred nine thousand, five hundred sixty-six (4,880,309,566) rubles and 92 kopecks.

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G. V. Boos, B. G. Zingarevich, S. Remes, S. V. Serebryannikov, and T. Hendel voted “For.”

S. R. Borisov “Abstained.”

V. M. Kravchenko, E. B. Titova, and D. V. Fedorov, failing to be independent directors, and P. A. Borodin, V. V. Kudryavy, and V. V. Tatsiy, deemed to be related parties to the transaction, did not participate in the voting.

Approved by a majority of votes of independent directors who were not related parties to the transaction.

14. Proposals for the Annual General Meeting of Shareholders on the issue “Approval of the transaction in connection with the acquisition by the Company of shares in Kubanenergo from JSC Tyumenenergo, which is a related party transaction.”

IT WAS RESOLVED AS FOLLOWS:

14.1. It shall be proposed that the Annual General Meeting of Shareholders of JSC Russian Grids 410 adopt the following decision on the issue “Approval of the transaction in connection with the acquisition by the Company of shares in Kubanenergo from JSC Tyumenenergo, which is a related party transaction”:

The transaction in connection with the acquisition by JSC Russian Grids of ordinary shares in Kubanenergo, which is a related party transaction, shall be approved subject to the following material terms and conditions:

Parties to the transaction: JSC Tyumenenergo (“Seller”) and JSC Russian Grids (“Acquirer”).

Subject matter of the transaction: the Seller transfers to the ownership of the Acquirer, and the Acquirer accepts and pays for thirty million, nine hundred twenty-six thousand, eight hundred one (30,926,801) ordinary shares in Kubanenergo, each with a par value of one hundred (100) rubles.

Total price of the transaction: four billion, eight hundred eighty million, three hundred nine thousand, five hundred sixty-six (4,880,309,566) rubles and 92 kopecks.

Method of payment: payment will be made in cash in Russian rubles.

G. V. Boos, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, and T. Hendel voted “For.”

S. R. Borisov “Abstained.”

Approved by a majority of votes.

280

IT WAS RESOLVED AS FOLLOWS:

15.1. The price of the property (additional ordinary shares in Kubanenergo) to be acquired by JSC Russian Grids under the transaction (associated transactions), which is a related party transaction, shall be at most nine billion, two hundred seventeen million, five hundred seventy- nine thousand, four hundred ninety-three (9,217,579,493) rubles and 76 kopecks.

The quantity of additional ordinary shares in Kubanenergo to be acquired by JSC Russian Grids under the transaction (associated transactions) shall be at most seventy-five million, six hundred sixty-five thousand, five hundred sixty-eight (75,665,568) at a price of one hundred twenty-one (121) rubles and 82 kopecks per share as determined by the decision adopted by the Board of Directors of Kubanenergo on February 8, 2013, (Minutes of the Meeting No. 151/2013 of February 11, 2013) in the total amount of at most nine billion, two hundred seventeen million, five hundred seventy-nine thousand, four hundred ninety-three (9,217,579,493) rubles and 76 kopecks, including:

- seventy million, two hundred forty-seven thousand, six hundred ninety-four (70,247,694) 411 shares in the total amount of eight billion, five hundred fifty-seven million, five hundred seventy-four thousand, eighty-three (8,557,574,083) rubles and 08 kopecks by virtue of the exercise of the preemptive right, and

- at most five million, four hundred seventeen thousand, eight hundred seventy-four (5,417,874) shares in the total amount not to exceed six hundred sixty million, five thousand, four hundred ten (660,005,410) rubles and 68 kopecks to be placed after the expiration of the preemptive right period.

The funds of at most seven billion, four hundred thirty million, fifty-nine thousand, four hundred ninety-three (7,430,059,493) rubles and 76 kopecks shall be transferred to Kubanenergo under the transaction (associated transactions) to be used to finance measures to improve the operating reliability of energy facilities and finance the construction (rehabilitation) of energy facilities related to the XXII Olympic Winter Games and the XI Paralympic Winter Games in Sochi in 2014 and the development of Sochi as a mountain climate resort.

The funds of at most one billion, seven hundred eighty-seven million, five hundred twenty thousand (1,787,520,000) rubles shall be transferred to Kubanenergo under the transaction (associated transactions) to be used to finance the medium-term and long-term programs of measures to improve the operating reliability of electric grid facilities of the Black Sea coast of the Krasnodar Territory.

G. V. Boos, P. A. Borodin, B. G. Zingarevich, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, and T. Hendel voted “For.” 281

ROSSETI ANNUAL REPORT 2013

S. R. Borisov “Abstained.”

V. M. Kravchenko, E. B. Titova, and D. V. Fedorov, failing to be independent directors, did not participate in the voting.

Approved by a majority of votes of independent directors who were not related parties to the transaction.

IT WAS RESOLVED AS FOLLOWS:

16.1. It shall be proposed that the Annual General Meeting of Shareholders adopt the following decision on the issue “Approval of the transaction (associated transactions) in connection with the acquisition by JSC Russian Grids of additional ordinary shares in Kubanenergo, which is a 412 related party transaction”: The transaction (associated transactions) in connection with the acquisition by JSC Russian Grids of additional ordinary shares in Kubanenergo, which is a related party transaction, shall be approved subject to the following material terms and conditions:

Parties to the transaction (associated transactions): Kubanenergo (“Issuer”) and JSC Russian Grids (“Acquirer”).

Subject matter of the transaction (associated transactions): the Issuer transfers to the ownership of the Acquirer, and the Acquirer accepts and pays for at most seventy-five million, six hundred sixty-five thousand, five hundred sixty-eight (75,665,568) additional uncertificated registered ordinary shares in Kubanenergo at a price of one hundred twenty-one (121) rubles and 82 kopecks per share as determined by the decision adopted by the Board of Directors of Kubanenergo on February 8, 2013, (Minutes of the Meeting No. 151/2013 of February 11, 2013) in the total amount of at most nine billion, two hundred seventeen million, five hundred seventy- nine thousand, four hundred ninety-three (9,217,579,493) rubles and 76 kopecks, including:

- seventy million, two hundred forty-seven thousand, six hundred ninety-four (70,247,694) shares in the total amount of eight billion, five hundred fifty-seven million, five hundred seventy-four thousand, eighty-three (8,557,574,083) rubles and 08 kopecks by virtue of the exercise of the preemptive right, and

Total price of the transaction (associated transactions): at most nine billion, two hundred seventeen million, five hundred seventy-nine thousand, four hundred ninety-three (9,217,579,493) rubles and 76 kopecks.

Method of payment for shares: payment for additional shares will be made in cash in Russian rubles by bank transfer into the Issuer’s settlement account.

G. V. Boos, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, and T. Hendel voted “For.” 413 S. R. Borisov “Abstained.”

Approved by a majority of votes.

17. JSC Russian Grids’s holding a stake in Kubanenergo.

IT WAS RESOLVED AS FOLLOWS:

17.1. JSC Russian Grids’s holding a stake in Kubanenergo by means of the acquisition by JSC Russian Grids of at most seventy-five million, six hundred sixty-five thousand, five hundred sixty-eight (75,665,568) additional ordinary shares in Kubanenergo at a price of one hundred twenty-one (121) rubles and 82 kopecks per share as determined by the decision adopted by the Board of Directors of Kubanenergo on February 8, 2013, (Minutes of the Meeting No. 151/2013 of February 11, 2013) in the total amount of at most nine billion, two hundred seventeen million, five hundred seventy-nine thousand, four hundred ninety-three (9,217,579,493) rubles and 76 kopecks shall be approved, including:

ROSSETI ANNUAL REPORT 2013

17.2. JSC Russian Grids’s holding a stake in Kubanenergo by means of the acquisition by JSC Russian Grids of ordinary shares in Kubanenergo shall be approved subject to the following conditions:

414 Category, type, par value, and quantity of acquired shares: thirty million, nine hundred twenty- six thousand, eight hundred one (30,926,801) registered ordinary shares in Kubanenergo, each with a par value of one hundred (100) rubles.

Acquisition price of the shares, value of the acquired shares: 157.801952 rubles per ordinary share in Kubanenergo in the amount of four billion, eight hundred eighty million, three hundred nine thousand, five hundred sixty-six (4,880,309,566) rubles and 92 kopecks.

Seller: JSC Tyumenenergo.

Acquisition method: through entering into a securities purchase and sale agreement.

Payment method: cash in Russian rubles.

Approved unanimously.

Ballots attached.

G. V. Boos

Chairman of the Board of Directors 284

G. A. Kizaryants

Secretary of the Board of Directors

Date of the Minutes of the Meeting: May __, 2013

415

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M I N U T E S

of the Meeting of the Board of Directors

May 27, 2013 No. 120

Moscow

416

The decision of the Board of Directors of JSC Russian Grids was approved by absentee voting (voting by ballot).

A. R. Bokarev, P. A. Borodin, and P. O. Shatsky did not participate in the voting.

Agenda:

1. Approval of the agreement for services in relation to access to the Operational Reporting Portal information system to be entered into by and between JSC Russian Grids and OOO IT Energy Service, which is a related party transaction.

2. Review of the report of the sole executive body of the Company on the implementation of the Annual Comprehensive Procurement Program of JSC Russian Grids for the 1st quarter of 2013.

3. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the items on the agenda of the Extraordinary General Meeting of Shareholders of Chechenenergo, JSC.

286

4. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the items on the agendas of the general meetings of shareholders of subsidiaries and dependent companies concerning the election of members of the boards of directors of subsidiaries and dependent companies.

5. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of IDGC of Urals, JSC “Tentative approval of the decision on the Company’s entering into a transaction associated with acquiring the property that is capital assets intended for the generation, transmission, dispatching, and distribution of electricity, namely the property located in Zlatoust, Chelyabinsk Region, owned by the Zlatoust Urban District Municipality by virtue of ownership.”

IT WAS RESOLVED AS FOLLOWS:

The agreement for services in relation to access to the Operational Reporting Portal information system to be entered into by and between JSC Russian Grids and OOO IT Energy Service, which 417 is a related party transaction, shall be approved subject to the following material terms and conditions:

Parties to the agreement:

JSC Russian Grids as the Customer;

OOO IT Energy Service as the Contractor.

Subject matter of the agreement:

The Contractor agrees to provide upon the terms and conditions of the agreement and the Customer agrees to pay in a timely manner for services in relation to access to the Operational Reporting Portal information system.

Price of the agreement:

The service fee is one million, eight hundred ninety-nine thousand, nine hundred ninety-six (1,899,996) rubles, inclusive of VAT (18%) of two hundred eighty-nine thousand, eight hundred twenty-nine (289,829) rubles and 90 kopecks.

Period of the services provided under the agreement:

Period of the services: from February 22, 2013, to an including January 31, 2014.

Term of the agreement:

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The agreement becomes effective as of its execution by the parties, retroactively applies to the relationship that came into existence on February 22, 2013, and remains in full force and effect until the parties perform all of their respective obligations.

G. V. Boos, S. R. Borisov, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, and T. Hendel voted “For.”

V. M. Kravchenko, E. B. Titova, D. V. Fedorov, and N. N. Shvets, failing to be independent directors, did not participate in the voting.

Approved unanimously by independent directors who were not related parties to the transaction.

2. Review of the report of the sole executive body of the Company on the implementation of the Annual Comprehensive Procurement Program of JSC Russian Grids for the 1st quarter of 2013.

IT WAS RESOLVED AS FOLLOWS:

Note shall be taken of the report of the sole executive body of the Company on the implementation of the Annual Comprehensive Procurement Program of JSC Russian Grids for 418 the 1st quarter of 2013. G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

Approved unanimously.

3. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the items on the agenda of the Extraordinary General Meeting of Shareholders of Chechenenergo, JSC.

IT WAS RESOLVED AS FOLLOWS:

3.1. Concerning the item “Determination of the quantity, par value, and category (type) of authorized shares in Chechenenergo, JSC and rights attaching thereto,” representatives of JSC Russian Grids at the Extraordinary General Meeting of Shareholders of Chechenenergo, JSC shall be instructed to vote “For” the following decision:

The maximum quantity of authorized registered ordinary shares in Chechenenergo, JSC shall be eight billion, three hundred eighty-three million, four hundred twenty-seven thousand, six hundred thirty-four (8,383,427,634), each with a par value of one (1) ruble, with the total par value of eight billion, three hundred eighty-three million, four hundred twenty-seven thousand, six hundred thirty-four (8,383,427,634) rubles.

288

The registered ordinary shares authorized by Chechenenergo, JSC shall grant their holders the rights provided for in paragraph 6.2 of the Articles of Association of Chechenenergo, JSC.

3.2. Concerning the item “Increase in the authorized capital of Chechenenergo, JSC by means of the placement of additional shares,” representatives of JSC Russian Grids at the Extraordinary General Meeting of Shareholders of Chechenenergo, JSC shall be instructed to vote “For” the following decision:

The authorized capital of Chechenenergo, JSC shall be increased by means of the placement of eight billion, three hundred eighty-three million, four hundred twenty-seven thousand, six hundred thirty-four (8,383,427,634) additional uncertificated registered ordinary shares, each with a par value of one (1) ruble, with the total par value of eight billion, three hundred eighty- three million, four hundred twenty-seven thousand, six hundred thirty-four (8,383,427,634) rubles, subject to the following principal terms and conditions:

1) Placement method: private offering. Additional shares to be distributed to Joint Stock Company Russian Grids and the Ministry of Property and Land Relations of the Chechen Republic.

2) Offering price of additional shares in Chechenenergo, JSC: one (1) ruble per registered ordinary share.

3) Method of payment for additional shares: payment for additional shares is made in cash in 419 Russian rubles by bank transfer into Chechenenergo, JSC’s settlement account, and other than in cash, namely by transfer of title to property of electricity distribution facilities involved in the power supply for Chechen Republic subscribers.

Independent appraisers working under employment contracts with Diskont Property Valuation and Examination Agency Limited Liability Company shall be engaged to appraise the market value of the property that may be used as payment for placed ordinary shares in Chechenenergo, JSC.

G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

Approved unanimously.

IT WAS RESOLVED AS FOLLOWS:

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Concerning the items on the agendas of the annual general meetings of shareholders of subsidiaries and dependent companies “Election of members of the Board of Directors of the Company,” representatives of JSC Russian Grids shall be instructed to vote as specified in Appendices 2–4 hereto.

G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

Approved unanimously.

IT WAS RESOLVED AS FOLLOWS: 420 Concerning the item on the agenda of the meeting of the Board of Directors of IDGC of Urals, JSC “Tentative approval of the decision on the Company’s entering into a transaction associated with acquiring the property that is capital assets intended for the generation, transmission, dispatching, and distribution of electricity, namely the property located in Zlatoust, Chelyabinsk Region, owned by the Zlatoust Urban District Municipality by virtue of ownership,” representatives of JSC Russian Grids shall be instructed to vote “For” the following decision:

The Company’s entering into a transaction associated with acquiring the property that is capital assets intended for the generation, transmission, dispatching, and distribution of electricity, namely the property located in Zlatoust, Chelyabinsk Region, owned by the Zlatoust Urban District Municipality by virtue of ownership, shall be approved subject to the following material terms and conditions:

Composition and value of the acquired property:

Real property and movable property, including plots of land owned by the Zlatoust Urban District Municipality and located at: Russian Federation, Chelyabinsk Region, Zlatoust, as specified in Appendix 5 hereto.

The market value is determined in accordance with Property Market Value Appraisal Report No. I-130401/1 prepared by an independent appraiser, ZAO Professional Center for Valuation and Expert Reviews, and totals sixty-nine million, four hundred fifty-nine thousand, four hundred (69,459,400), exclusive of VAT.

Counterparty:

290

Zlatoust Urban District Municipality.

Acquisition value:

Equal to the price determined based on the received bids for the acquisition of municipal property, but not in excess of sixty-seven million, eight hundred seventy-nine thousand, nine hundred forty-nine (67,879,949) rubles and 58 kopecks, exclusive of VAT, including the acquisition value of plots of land of ten million, six hundred thirty-one thousand, seven hundred sixty-three (10,631,763) rubles and 99 kopecks, exempt from VAT.

Acquisition method:

Entering into a property purchase and sale agreement based on the results of a bidding procedure conducted by a person authorized to sell municipal property in the manners provided for in the privatization laws of the Russian Federation.

Property transfer procedure:

Title to the property transfers in accordance with the procedure provided for in the laws of the Russian Federation.

G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets voted 421 “For.”

Approved unanimously.

Ballots attached.

G. V. Boos

Chairman of the Board of Directors

G. A. Kizaryants

Secretary of the Board of Directors

Date of the Minutes of the Meeting: May 28, 2013

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M I N U T E S

of the Meeting of the Board of Directors

June 3, 2013 No. 121

Moscow

422 The decision of the Board of Directors of JSC Russian Grids was approved by absentee voting (voting by ballot).

The following members of the Board of Directors participated in the voting: G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, T. Hendel, and N. N. Shvets.

A. R. Bokarev, V. M. Kravchenko, D. V. Fedorov, and P. O. Shatsky did not participate in the voting.

Agenda:

1. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the items on the agendas of the general meetings of shareholders of subsidiaries and dependent companies concerning the election of members of the boards of directors of subsidiaries and dependent companies.

2. JSC Russian Grids’s holding a stake in IDGC of Northern Caucasus, JSC.

3. Approval of the agreement between JSC Russian Grids and IDGC of Northern Caucasus, JSC for the acquisition by JSC Russian Grids of additional uncertificated registered ordinary shares in IDGC of Northern Caucasus, JSC in the process of JSC Russian Grids’s exercising its preemptive right in relation thereto, which is a related party transaction.

292

4. Approval of the agreement between JSC Russian Grids and IDGC of Northern Caucasus, JSC for the acquisition by JSC Russian Grids of additional uncertificated registered ordinary shares in IDGC of Northern Caucasus, JSC to be placed after the expiration of the preemptive right period, which is a related party transaction.

IT WAS RESOLVED AS FOLLOWS:

In voting on the items on the agendas of the annual general meetings of shareholders of subsidiaries and dependent companies “Election of members of the Board of Directors of the Company,” representatives of JSC Russian Grids shall be instructed to ensure that the maximal number of representatives of JSC Russian Grids will be elected to the boards of directors of subsidiaries and dependent companies from among the nominees specified in Appendix 1 hereto according to the size of the stake held by JSC Russian Grids in the authorized capital of the 423 relevant subsidiaries and dependent companies.

G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. V. Kudryavy, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, T. Hendel, and N. N. Shvets voted “For.”

S. Remes “Abstained.”

Approved by a majority of votes.

2. JSC Russian Grids’s holding a stake in IDGC of Northern Caucasus, JSC.

IT WAS RESOLVED AS FOLLOWS:

The acquisition by JSC Russian Grids of at most one hundred one million, seven hundred twenty-three thousand, nine hundred ninety-six (101,723,996) additional uncertificated registered ordinary shares in IDGC of Northern Caucasus, JSC at the price of twenty-five (25) rubles and 94 kopecks per share determined by the Board of Directors of IDGC of Northern Caucasus, JSC on February 6, 2013, (Minutes of the Meeting No. 124) shall be approved in the total amount not to exceed two billion, six hundred thirty-eight million, seven hundred twenty thousand, four hundred fifty-six (2,638,720,456) rubles and 24 kopecks, including:

- ninety-eight million, seventy-two thousand, four hundred seventy-five (98,072,475) shares in the total amount of two billion, five hundred forty-four million, one (2,544,000,001) rubles and 50 kopecks by virtue of the exercise of the preemptive right, and

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- at most three million, six hundred fifty-one thousand, five hundred twenty-one (3,651,521) shares in the total amount not to exceed ninety-four million, seven hundred twenty thousand, four hundred fifty-four (94,720,454) rubles and 74 kopecks to be placed after the expiration of the preemptive right period.

The funds received by IDGC of Northern Caucasus, JSC in accordance with the agreements for the acquisition of additional ordinary shares in IDGC of Northern Caucasus, JSC to be entered into by and between JSC Russian Grids and IDGC of Northern Caucasus, JSC shall be used by IDGC of Northern Caucasus, JSC to implement the Comprehensive Program of Measures to Reduce Above-standard Electricity Losses in Distribution Networks in the North Caucasus.

The funds received by IDGC of Northern Caucasus, JSC after the expiration of the preemptive right period in accordance with the agreement for the acquisition of additional ordinary shares in IDGC of Northern Caucasus, JSC between JSC Russian Grids and IDGC of Northern Caucasus, JSC may also be used to pay interest on the loans taken out previously for the implementation of the program.

G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, T. Hendel, and N. N. Shvets voted “For.”

Approved unanimously.

424 3. Approval of the agreement between JSC Russian Grids and IDGC of Northern Caucasus, JSC for the acquisition by JSC Russian Grids of additional uncertificated registered ordinary shares in IDGC of Northern Caucasus, JSC in the process of JSC Russian Grids’s exercising its preemptive right in relation thereto, which is a related party transaction.

IT WAS RESOLVED AS FOLLOWS:

3.1. The value of the additional ordinary shares in IDGC of Northern Caucasus, JSC that are acquired under the agreement for the acquisition of additional uncertificated registered ordinary shares in IDGC of Northern Caucasus, JSC to be entered into by and between JSC Russian Grids and IDGC of Northern Caucasus, JSC shall be two billion, five hundred forty-four million, one (2,544,000,001) rubles and 50 kopecks.

3.2. The agreement for the acquisition of additional uncertificated registered ordinary shares in IDGC of Northern Caucasus, JSC (hereinafter, the “Agreement”) in the process of JSC Russian Grids’s exercising its preemptive right in relation thereto, which is a related party transaction, shall be approved subject to the following material terms and conditions:

Parties to the Agreement: IDGC of Northern Caucasus, JSC (“Issuer”) and JSC Russian Grids (“Acquirer”);

Subject matter of the Agreement: the Issuer transfers to the ownership of the Acquirer, and the Acquirer accepts and pays for ninety-eight million, seventy-two thousand, four hundred seventy- five (98,072,475) additional uncertificated registered ordinary shares in IDGC of Northern 294

Caucasus, JSC at the price of twenty-five (25) rubles and 94 kopecks per share determined by the Board of Directors of IDGC of Northern Caucasus, JSC on February 6, 2013, (Minutes of the Meeting No. 124) to be placed in the process of JSC Russian Grids’s exercising its preemptive right in relation thereto upon the terms and conditions of the Agreement;

Total price of the Agreement: two billion, five hundred forty-four million, one (2,544,000,001) rubles and 50 kopecks;

Method of payment for the shares: payment for the additional shares shall be made in cash in Russian rubles by bank transfer into the Issuer’s settlement account.

G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, and T. Hendel voted “For.”

E. B. Titova and N. N. Shvets, failing to be independent directors, did not participate in the voting.

Approved unanimously by independent directors who were not related parties to the transaction.

425

IT WAS RESOLVED AS FOLLOWS:

4.1. The value of the additional ordinary shares in IDGC of Northern Caucasus, JSC that are acquired under the agreement for the acquisition of additional uncertificated registered ordinary shares in IDGC of Northern Caucasus, JSC to be entered into by and between JSC Russian Grids and IDGC of Northern Caucasus, JSC shall not be in excess of ninety-four million, seven hundred twenty thousand, four hundred fifty-four (94,720,454) rubles and 52 kopecks.

4.2. The agreement for the acquisition of additional uncertificated registered ordinary shares in IDGC of Northern Caucasus, JSC (hereinafter, the “Agreement”) to be placed after the expiration of the preemptive right period, which is a related party transaction, shall be approved subject to the following material terms and conditions:

Parties to the Agreement: IDGC of Northern Caucasus, JSC (“Issuer”) and JSC Russian Grids (“Acquirer”);

Subject matter of the Agreement: the Issuer transfers to the ownership of the Acquirer, and the Acquirer accepts and pays for at most three million, six hundred fifty-one thousand, five hundred

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twenty-one (3,651,521) additional uncertificated registered ordinary shares in IDGC of Northern Caucasus, JSC at the price of twenty-five (25) rubles and 94 kopecks per share determined by the Board of Directors of IDGC of Northern Caucasus, JSC on February 6, 2013, (Minutes of the Meeting No. 124) to be placed after the expiration of the preemptive right period upon the terms and conditions of the Agreement;

Total price of the Agreement: at most ninety-four million, seven hundred twenty thousand, four hundred fifty-four (94,720,454) rubles and 74 kopecks;

Method of payment for the shares: payment for the additional shares shall be made in cash in Russian rubles by bank transfer into the Issuer’s settlement account.

The funds received by the Issuer in accordance with the Agreement shall be used by the Issuer to implement the Comprehensive Program of Measures to Reduce Above-standard Electricity Losses in Distribution Networks in the North Caucasus and may also be used to pay interest on the loans taken out previously for the implementation of the program.

G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, and T. Hendel voted “For.”

E. B. Titova and N. N. Shvets, failing to be independent directors, did not participate in the voting. 426 Approved unanimously by independent directors who were not related parties to the transaction.

Ballots attached.

G. V. Boos

Chairman of the Board of Directors

G. A. Kizaryants

Secretary of the Board of Directors

Date of the Minutes of the Meeting: June 4, 2013

296

M I N U T E S of the Meeting of the Board of Directors

June 7, 2013 No. 122 Moscow

Chairman of the Board of Directors of JSC Russian Grids G. V. Boos

Present were: - members of the Board of Directors: V. V. Kudryavy and S. Remes;

- members of the Board of Directors S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, S. V. Serebryannikov, E. B. Titova, V. V. Tatsiy, D. V. Fedorov, T. Hendel, and N. N. Shvets provided their written opinions on the items on the agenda of the meeting; 427 - Deputy Minister of Energy of the Russian Federation M. Yu. Kurbatov;

- responsible officers of JSC Russian Grids: A. Ye. Murov, R. N. Berdnikov, A. A. Dyomin, S. A. Arkhipov, N. N. Varlamov, V. A. Goncharov, Yu. V. Goncharov, I. V. Khvalin, O. V. Shatokhina, I. A. Alimuradova, A. M. Aushev, M. A. Lavrova, S. Yu. Lebedev, V. A. Pavlov, R. K. Tsiku, A. A. Zakharov, A. A. Ozherelyev, M. V. Izmaylov, and S. D. Obolentseva;

- First Deputy Chairman of the Management Board of JSC FGC UES A. V. Kazachenkov;

- Head of the Division for Electric Power Industry Control of the Federal Antimonopoly Service of the Russian Federation V. G. Korolyov;

- M. G. Tikhonova;

- Secretary of the Board of Directors of JSC Russian Grids G. A. Kizaryants.

Of the 15 elected members of the Board of Directors of JSC Russian Grids, three attended the meeting. Ten members of the Board of Directors sent their written opinions. The meeting of the Board of Directors of JSC Russian Grids had a quorum.

Agenda 1. Report on the implementation of the consolidated investment program of JSC Russian Grids for the 1st quarter of 2013. 2. Report on JSC Russian Grids’s financial and economic activities for the 1st quarter of 2013. 297

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3. Review of the report of the management organization, JSC FGC UES, for the period from January 1, 2013, to March 31, 2013, on the powers exercised under Agreement for the Transfer of the Powers of JSC Interregional Distribution Grid Companies Holding’s Sole Executive Body No. 1007 of July 10, 2012. 4. Approval of Addendum No. 1 to Agreement for the Transfer of the Powers of JSC Interregional Distribution Grid Companies Holding’s Sole Executive Body No. 1007 of July 10, 2012, which is a related party transaction. 5. Report on the implementation of the Innovative Development Program of JSC Russian Grids in 2012. 6. Report on JSC IDGC Holding’s financial and economic activities for 2012 as related to the contents of key performance indicators and the methods for defining their target values. 7. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the items on the agendas of the general meetings of shareholders of subsidiaries and dependent companies concerning the election of members of the boards of directors of subsidiaries and dependent companies. 8. Approval of the Strategy for Development of JSC Russian Grids.

At the suggestion of Chairman of the Board of Directors of JSC Russian Grids G. V. Boos, the agenda of the meeting was changed as follows: The order of hearing the following agenda items was changed: Item 8 “Approval of the Strategy for Development of JSC Russian Grids” was considered after Item 6.

428 1. THE FOLLOWING PERSON WAS HEARD: V. A. Goncharov Report on the implementation of the consolidated investment program of JSC Russian Grids for the 1st quarter of 2013.

THE FOLLOWING PERSONS REPORTED: G. V. Boos and V. V. Kudryavy

IT WAS RESOLVED AS FOLLOWS: Note shall be taken of the report on the implementation of the consolidated investment program of JSC Russian Grids for the 1st quarter of 2013 (Appendix 1). G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.” Approved unanimously.

FOR THE RECORD ONLY: Special note shall be taken of the necessity for exercising special supervision of the implementation of governmental programs, specifically Kubanenergo’s projects related to the construction of Olympic Games facilities.

2. THE FOLLOWING PERSON WAS HEARD: O. V. Shatokhina Report on JSC Russian Grids’s financial and economic activities for the 1st quarter of 2013.

THE FOLLOWING PERSONS REPORTED: G. V. Boos, A. A. Dyomin, S. Remes, and A. M. Aushev 298

IT WAS RESOLVED AS FOLLOWS: Note shall be taken of the report on JSC Russian Grids’s financial and economic activities for the 1st quarter of 2013 (Appendix 2). G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.” Approved unanimously.

FOR THE RECORD ONLY: Special note shall be taken of the good analytical and informational preparation of the report on JSC Russian Grids’s financial and economic activities for the 1st quarter of 2013.

3. THE FOLLOWING PERSON WAS HEARD: G. V. Boos Review of the report of the management organization, JSC FGC UES, for the period from January 1, 2013, to March 31, 2013, on the powers exercised under Agreement for the Transfer of the Powers of JSC Interregional Distribution Grid Companies Holding’s Sole Executive Body No. 1007 of July 10, 2012.

IT WAS RESOLVED AS FOLLOWS: This issue shall be carried over for consideration by a regular meeting of the Board of Directors. 429 G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.” Approved unanimously.

4. THE FOLLOWING PERSON WAS HEARD: G. V. Boos Approval of Addendum No. 1 to Agreement for the Transfer of the Powers of JSC Interregional Distribution Grid Companies Holding’s Sole Executive Body No. 1007 of July 10, 2012, which is a related party transaction.

IT WAS RESOLVED AS FOLLOWS: This issue shall be carried over for consideration by a regular meeting of the Board of Directors. G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.” Approved unanimously.

5. THE FOLLOWING PERSON WAS HEARD: R. N. Berdnikov Report on the implementation of the Innovative Development Program of JSC Russian Grids in 2012.

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THE FOLLOWING PERSONS REPORTED: G. V. Boos and M. G. Tikhonova

IT WAS RESOLVED AS FOLLOWS: 5.1. Note shall be taken of the report on the implementation of the Innovative Development Program of JSC Russian Grids in 2012 (Appendix 3). 5.2. The Management Board of the Company shall be instructed to submit for review by the Board of Directors of JSC Russian Grids the Uniform Innovative Development Program of the Electricity Distribution and Transmission Grid Sector (including harmonizing the business processes of innovative activities, adjusting the organizational structures of JSC Russian Grids and its subsidiaries and dependent companies, and changing the motivation system for management of JSC Russian Grids and its subsidiaries and dependent companies as related to defining the performance indicators of implementing the Innovative Development Program) with quantitative indicators to be defined for the results of implementing the Innovative Development Program. Deadline: 4th quarter of 2013. G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.” Approved unanimously.

6. THE FOLLOWING PERSON WAS HEARD: 430 A. A. Dyomin Report on JSC IDGC Holding’s financial and economic activities for 2012 as related to the contents of key performance indicators and the methods for defining their target values.

THE FOLLOWING PERSONS REPORTED: G. V. Boos, A. Ye. Murov, V. V. Kudryavy, and M. G. Tikhonova

IT WAS RESOLVED AS FOLLOWS: 6.1. The report on JSC IDGC Holding’s financial and economic activities for 2012 shall be approved, including as related to the contents of key performance indicators and the methods for calculating the KPI “Non-exceedance of the prescribed level of electricity losses” with the negative target values of the indicator to be excluded (Appendix 4). 6.2. The decision adopted by the Board of Directors of JSC IDGC Holding on October 5, 2012, (Minutes of the Meeting No. 96) shall be amended as related to the names of key performance indicators (Appendix 5). G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.” Approved unanimously.

8. THE FOLLOWING PERSON WAS HEARD: A. A. Dyomin Approval of the Strategy for Development of JSC Russian Grids.

THE FOLLOWING PERSONS REPORTED: G. V. Boos, M. Yu. Kurbatov, S. Remes, V. V. Kudryavy, and M. G. Tikhonova

300

IT WAS RESOLVED AS FOLLOWS: 8.1. The Strategy for Development of JSC Russian Grids (hereinafter, the “Strategy”) shall be approved (Appendix 7). 8.2. The Management Board of JSC Russian Grids shall be instructed to submit to the Board of Directors of JSC Russian Grids: 8.2.1. before July 10, 2013, the implementation schedule for the Strategy for Development of JSC Russian Grids. 8.2.2. before November 1, 2013, the action plan to implement the Strategy (incorporating the implementation schedule specified in paragraph 8.2.1 hereof), supplementing the Strategy with the objectives set forth in: - Instructions of the President of the Russian Federation No. Pr-879 of March 20, 2013; - the Strategy for Development of the Electric Grid Sector of the Russian Federation approved by Ordinance of the Government of the Russian Federation No. 511-r of April 3, 2013; - the decision made by the joint meeting of the Strategy Committee of the Board of Directors of JSC IDGC Holding and the Strategy Committee of the Board of Directors of JSC FGC UES on March 18, 2013 (Minutes No. 62/18); and with the objectives listed below: - resolve the issue of last mile agreements; - reduce the volume of cross-subsidies; - create an efficient current and intended structure of managing and operating the electric grid sector; - ensure the safety of electric grid facilities; - consolidate territorial grid companies; - ensure the implementation of the Uniform Technical Policy in the Distribution Grid Sector; 431 - ensure a stable and effective tariff policy; - cut current costs; - improve the efficiency of investments (including avoiding investments in the commissioning of facilities that will not have adequate utilization rates); - encourage competition in selecting contractors and suppliers; - change existing regulations and rules with the aim of reducing costs and ensuring the reliability and safety of electric grid facilities; - implement new management mechanisms (including energy service contracts and concession agreements); - give due consideration to seasonality in setting tariffs for electric grid companies in resort regions; - ensure the implementation of personnel policies and the system of training qualified personnel. 8.3. The Management Board of JSC Russian Grids shall be instructed to prepare an appeal to the Ministry of Energy of the Russian Federation, stating the necessity of improving the system of standardizing costs and profitability in the sectors allied with the electric power sector, for possible subsequent consideration by a session of the Government of the Russian Federation. G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.” Approved unanimously.

FOR THE RECORD ONLY: The Management Board of JSC Russian Grids shall, if necessary, prepare and submit for review by the Board of Directors a draft of amendments to the Strategy for Development of JSC Russian Grids.

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7. THE FOLLOWING PERSON WAS HEARD: Yu. V. Goncharov Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the items on the agendas of the general meetings of shareholders of subsidiaries and dependent companies concerning the election of members of the boards of directors of subsidiaries and dependent companies.

THE FOLLOWING PERSONS REPORTED: G. V. Boos, S. Remes, A. Ye. Murov, A. A. Dyomin, V. V. Kudryavy, and M. G. Tikhonova

IT WAS RESOLVED AS FOLLOWS: In voting on the items on the agendas of the annual general meetings of shareholders of subsidiaries and dependent companies “Election of members of the Board of Directors of the Company,” representatives of JSC Russian Grids shall be instructed to ensure that the maximal number of representatives of JSC Russian Grids will be elected to the boards of directors of subsidiaries and dependent companies from among the nominees specified in Appendix 6 hereto according to the size of the stake held by JSC Russian Grids in the authorized capital of the relevant subsidiaries and dependent companies. G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.” S. Remes voted “Against.” 432 Approved by a majority of votes.

Written opinion by member of the Board of Directors of JSC Russian Grids S. R. Borisov attached hereto (Appendix 8). Written opinion by member of the Board of Directors of JSC Russian Grids P. A. Borodin attached hereto (Appendix 9). Written opinion by member of the Board of Directors of JSC Russian Grids B. G. Zingarevich attached hereto (Appendix 10). Written opinion by member of the Board of Directors of JSC Russian Grids V. M. Kravchenko attached hereto (Appendix 11). Written opinion by member of the Board of Directors of JSC Russian Grids S. V. Serebryannikov attached hereto (Appendix 12). Written opinion by member of the Board of Directors of JSC Russian Grids E. B. Titova attached hereto (Appendix 13). Written opinion by member of the Board of Directors of JSC Russian Grids V. V. Tatsiy attached hereto (Appendix 14). Written opinion by member of the Board of Directors of JSC Russian Grids D. V. Fedorov attached hereto (Appendix 15). Written opinion by member of the Board of Directors of JSC Russian Grids T. Hendel attached hereto (Appendix 16). Written opinion by member of the Board of Directors of JSC Russian Grids N. N. Shvets attached hereto (Appendix 17).

G. V. Boos Chairman of the Board of Directors 302

G. A. Kizaryants Secretary of the Board of Directors

Date of the Minutes of the Meeting: June 10, 2013

433

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M I N U T E S

of the Meeting of the Board of Directors

June 10, 2013 No. 123

Moscow

434 The decision of the Board of Directors of JSC Russian Grids was approved by absentee voting (voting by ballot).

The following members of the Board of Directors participated in the voting: G. V. Boos, S. R. Borisov, P. A. Borodin, B. G. Zingarevich, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets.

A. R. Bokarev did not participate in the voting.

Agenda:

1. JSC Russian Grids’s holding a stake in JSC FGC UES.

2. Determination of the money value of the property to be used as payment for additional shares in JSC Russian Grids.

1. JSC Russian Grids’s holding a stake in JSC FGC UES.

IT WAS RESOLVED AS FOLLOWS:

304

JSC Russian Grids’s holding a stake in JSC FGC UES by means of the acquisition of at most one trillion, two hundred sixty-seven billion, one hundred forty-one million, fifteen thousand, nine hundred eighty-nine (1,267,141,015,989) uncertificated registered ordinary shares in JSC FGC UES (hereinafter, the “JSC FGC UES Shares”) at a price of zero and two thousand eight hundred thirty-six ten-thousandths (0.2836) ruble per share in the total amount of at most three hundred fifty-nine billion, three hundred sixty-one million, one hundred ninety-two thousand, one hundred thirty-four (359,361,192,134) rubles and 48 kopecks.

The JSC FGC UES Shares shall be acquired by JSC Russian Grids in the process of using them as payment for additional ordinary shares in JSC Russian Grids to be placed through a public offering.

E. B. Titova did not participate in the voting.

Approved unanimously.

2. Determination of the money value of the property to be used as payment for additional shares 435 in JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

The money value of the property to be used as payment for additional registered ordinary shares in JSC Russian Grids shall be 0.2836 ruble per uncertificated registered ordinary share in Open Joint-Stock Company Federal Grid Company of Unified Energy System (Principal State Registration Number (OGRN): 1024701893336).

E. B. Titova did not participate in the voting.

Approved unanimously.

Ballots attached.

G. V. Boos

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Chairman of the Board of Directors

G. A. Kizaryants

Secretary of the Board of Directors

Date of the Minutes of the Meeting: June 10, 2013

436

306

M I N U T E S of the Meeting of the Board of Directors

June 12, 2013 No. 124

Moscow

The decision of the Board of Directors of JSC Russian Grids was approved by absentee voting 437 (voting by ballot).

The following members of the Board of Directors participated in the voting: G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, T. Hendel, and N. N. Shvets.

A. R. Bokarev, P. A. Borodin, V. M. Kravchenko, E. B. Titova, and P. O. Shatsky did not participate in the voting.

Agenda:

ROSSETI ANNUAL REPORT 2013

IT WAS RESOLVED AS FOLLOWS:

G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. V. Kudryavy, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

S. Remes voted “Against.”

Approved by a majority of votes.

Ballots attached

438 G. V. Boos

Chairman of the Board of Directors

G. A. Kizaryants

Secretary of the Board of Directors

Date of the Minutes of the Meeting: June 14, 2013

308

M I N U T E S of the Meeting of the Board of Directors

June 14, 2013 No. 125

Moscow

The decision of the Board of Directors of JSC Russian Grids was approved by absentee voting (voting by ballot). 439 The following members of the Board of Directors participated in the voting: G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. V. Kudryavy, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets.

A. R. Bokarev, P. A. Borodin, V. M. Kravchenko, S. Remes, and P. O. Shatsky did not participate in the voting.

Agenda:

Election (appointment) of the Director General of the Company.

IT WAS RESOLVED AS FOLLOWS:

1. Mr. Oleg Mikhailovich Budargin shall be elected (appointed) as the Director General of JSC Russian Grids.

2. The Chairman of the Board of Directors of JSC Russian Grids shall be instructed to sign the employment contract with the Director General of JSC Russian Grids within one month after this decision is adopted.

G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. V. Kudryavy, S. V. Serebryannikov, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

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Approved unanimously.

Ballots attached.

G. V. Boos

Chairman of the Board of Directors

G. A. Kizaryants

Secretary of the Board of Directors

440

Date of the Minutes of the Meeting: June 14, 2013

310

M I N U T E S of the Meeting of the Board of Directors

June 18, 2013 No. 126

Moscow

The decision of the Board of Directors of JSC Russian Grids was approved by absentee voting (voting by ballot)

The following members of the Board of Directors participated in the voting: G. V. Boos, S. R. 441 Borisov, P. A. Borodin, V. V. Kudryavy, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets.

A. R. Bokarev, B. G. Zingarevich, V. M. Kravchenko, S. Remes, S. V. Serebryannikov, and P. O. Shatsky did not participate in the voting.

Agenda:

1. Implementation of a decision adopted by the General Meeting of Shareholders of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

Note shall be taken of information concerning the implementation of the decision adopted by the General Meeting of Shareholders of JSC Russian Grids on May 6, 2013, and concerning the signature of the Agreement for the Procedure for Controlling and Voting Shares in JSC FGC UES, which is a related party transaction.

G. V. Boos, S. R. Borisov, P. A. Borodin, V. V. Kudryavy, V. V. Tatsiy, E. B. Titova, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

Approved unanimously.

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Ballots attached.

G. V. Boos

Chairman of the Board of Directors

G. A. Kizaryants

Secretary of the Board of Directors

Date of the Minutes of the Meeting: June 18, 2013

442

312

M I N U T E S of the Meeting of the Board of Directors

June 25, 2013 No. 127

Moscow

443

The decision of the Board of Directors of JSC Russian Grids was approved by absentee voting (voting by ballot).

The following members of the Board of Directors participated in the voting: G. V. Boos, P. A. Borodin, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets.

A. R. Bokarev, S. R. Borisov, B. G. Zingarevich, V. V. Tatsiy, and E. B. Titova did not participate in the voting.

Agenda:

1. Issues related to the committees of the Board of Directors of JSC Russian Grids:

1.1. Approval of the budget of the Valuation Committee of the Board of Directors of JSC Russian Grids for the 2nd quarter of 2013;

1.2. Approval of the budget of the Strategy Committee of the Board of Directors of JSC Russian Grids for the 2nd quarter of 2013.

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1 - SPA/2008 of March 13, 2008, to be entered into by and between OAO Engineering Center UES Real Estate and Institute Teploelectroproject OJSC, which is a major transaction.”

3. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the Extraordinary General Meeting of Shareholders of OAO Siberian Energy Scientific and Technical Center Real Estate: “Approval of the lease agreement for the real property located at: Irkutsk, ul. Pomyalovskogo, 1 to be entered into by and between OAO Siberian Energy Scientific and Technical Center Real Estate and ZAO Siberian Energy Scientific and Technical Center, which is a major transaction.”

4. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the Extraordinary General Meeting of Shareholders of OAO Siberian Energy Scientific and Technical Center Real Estate: “Approval of the lease agreement for the real property located at: Tomsk, prospekt Kirova, 36 to be entered into by and between OAO Siberian Energy Scientific and Technical Center Real Estate and ZAO Siberian Energy Scientific and Technical Center, which is a major transaction.”

5. Performance report of the Company’s Management Board for the 1st quarter of 2013.

6. Approval of the loan agreement between JSC Russian Grids and JSC Tyumenenergo, which is a related party transaction.

444 7. Approval of the loan extended by JSC Russian Grids to JSC Tyumenenergo.

8. Proposals to give due consideration to seasonality in setting tariffs for electric grid companies in resort regions.

9. Review of the report of the sole executive body of JSC Russian Grids on key risks of JSC Russian Grids and its subsidiaries and dependent companies for 2012.

10. Review of the internal auditor’s report on the efficiency of the internal control and risk management system of JSC Russian Grids and subsidiaries and dependent companies of JSC Russian Grids for 2012.

11. JSC Russian Grids’s holding a stake in JSC TDC.

12. Determination of the price of the property (shares in JSC TDC) to be acquired by JSC Russian Grids under the transaction, which is a related party transaction.

13. Approval of the transaction in connection with the acquisition by JSC Russian Grids of shares in JSC TDC, which is a related party transaction.

14. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of JSC Tyumenenergo: “Termination of JSC Tyumenenergo’s holding a stake in Kubanenergo.”

15. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of JSC Tyumenenergo: “Termination of JSC Tyumenenergo’s holding a stake in JSC TDC.”

314

16. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the items on the agendas of the meetings of the boards of directors and the general meetings of shareholders of subsidiaries and dependent companies of JSC Russian Grids.

17. One-time bonus payment for the staff of the administrative office of the Board of Directors of JSC Russian Grids.

1. Issues related to the committees of the Board of Directors of JSC Russian Grids.

1.1. Approval of the budget of the Valuation Committee of the Board of Directors of JSC Russian Grids for the 2nd quarter of 2013.

IT WAS RESOLVED AS FOLLOWS:

The budget of the Valuation Committee of the Board of Directors of JSC Russian Grids shall be approved in the amount of four hundred twenty-eight thousand, three hundred twenty-four 445 (428,324) rubles for the 2nd quarter of 2013 (Appendix 1).

G. V. Boos, P. A. Borodin, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

Approved unanimously.

1.2. Approval of the budget of the Strategy Committee of the Board of Directors of JSC Russian Grids for the 2nd quarter of 2013.

IT WAS RESOLVED AS FOLLOWS:

The budget of the Strategy Committee of the Board of Directors of JSC Russian Grids shall be approved in the amount of three hundred forty-two thousand, six hundred forty-eight (342,648) rubles and 00 kopecks for the period from April 1, 2013, to June 30, 2013 (Appendix 2).

G. V. Boos, P. A. Borodin, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

Approved unanimously.

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2. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the Extraordinary General Meeting of Shareholders of OAO Engineering Center UES Real Estate: “Approval of Addendum No. 5 to Real Property Lease Agreement No. 1 - SPA/2008 of March 13, 2008, to be entered into by and between OAO Engineering Center UES Real Estate and Institute Teploelectroproject OJSC, which is a major transaction.”

IT WAS RESOLVED AS FOLLOWS:

Concerning the item on the agenda of the Extraordinary General Meeting of Shareholders of OAO Engineering Center UES Real Estate: “Approval of Addendum No. 5 to Real Property Lease Agreement No. 1 - SPA/2008 of March 13, 2008, to be entered into by and between OAO Engineering Center UES Real Estate and Institute Teploelectroproject OJSC, which is a major transaction,” representatives of JSC Russian Grids shall be instructed to vote “For” the following decision:

Addendum No. 5 to Real Property Lease Agreement No. 1 - SPA/2008 of March 13, 2008, to be entered into by and between OAO Engineering Center UES Real Estate and Institute Teploelectroproject OJSC shall be approved subject to the following material terms and conditions:

446 Parties to the addendum:

OAO Engineering Center UES Real Estate as the Landlord;

Institute Teploelectroproject OJSC as the Tenant.

Subject matter of the addendum:

The parties agree to amend the agreement in accordance with Appendix 3 hereto, including as follows:

- effective from April 1, 2013, the composition of the nonresidential premises provided by the Landlord for the Tenant’s temporary possession and use is changed with the total rentable area to be increased from 6,958.2 square meters to 6,979 square meters;

- effective from April 1, 2013, the monthly rent is changed with its amount to be increased from eight million, sixty-seven thousand, nine hundred eleven (8,067,911) rubles and 00 kopecks, inclusive of 18% VAT, to eight million, five hundred thirty-eight thousand, eight hundred sixteen (8,538,816) rubles and 00 kopecks, inclusive of 18% VAT;

- the term of the agreement is extended until and including July 21, 2018.

In all matters not covered by the addendum, the relationship between the parties is governed by the terms and conditions of the agreement.

Price of the addendum:

316

The monthly rent under the agreement is eight million, five hundred thirty-eight thousand, eight hundred sixteen (8,538,816) rubles and 00 kopecks, inclusive of 18% VAT of one million, three hundred two thousand, five hundred thirty-one (1,302,531) rubles and 25 kopecks.

Term of the addendum:

The addendum becomes effective as of its state registration, retroactively applies to the relationship between the parties that came into existence on April 1, 2013, and remains in full force and effect until and including July 21, 2018.

G. V. Boos, P. A. Borodin, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

Approved unanimously.

3. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the Extraordinary General Meeting of Shareholders of OAO Siberian Energy Scientific and Technical Center Real Estate: “Approval of the lease agreement for the real property located at: Irkutsk, ul. Pomyalovskogo, 1 to be entered into by and between OAO Siberian Energy Scientific and Technical Center Real Estate and ZAO Siberian Energy Scientific 447 and Technical Center, which is a major transaction.”

IT WAS RESOLVED AS FOLLOWS:

Concerning the item on the agenda of the Extraordinary General Meeting of Shareholders of OAO Siberian Energy Scientific and Technical Center Real Estate: “Approval of the lease agreement for the real property located at: Irkutsk, ul. Pomyalovskogo, 1 to be entered into by and between OAO Siberian Energy Scientific and Technical Center Real Estate and ZAO Siberian Energy Scientific and Technical Center, which is a major transaction,” representatives of JSC Russian Grids shall be instructed to vote “For” the following decision:

The lease agreement for the real property located at: Irkutsk, ul. Pomyalovskogo, 1 to be entered into by and between OAO Siberian Energy Scientific and Technical Center Real Estate and ZAO Siberian Energy Scientific and Technical Center (hereinafter, the “Agreement”), which is a major transaction, shall be approved subject to the following material terms and conditions:

Parties to the Agreement:

OAO Siberian Energy Scientific and Technical Center Real Estate as the Landlord;

ZAO Siberian Energy Scientific and Technical Center as the Tenant.

Subject matter of the Agreement:

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ROSSETI ANNUAL REPORT 2013

The Landlord provides for the Tenant’s temporary possession and use, and the Tenant accepts the nonresidential premises located in the building at: Irkutsk, ul. Pomyalovskogo, 1.

Total rentable area of the premises: 3,116.9 square meters, including:

2,985.4 square meters of nonresidential premises;

131.5 square meters of heated and unheated storage space.

Price of the Agreement:

The rent consists of a fixed rent and a variable rent.

The fixed rent includes payment for the leased premises and is one million, eight hundred ten thousand, eight hundred thirty (1,810,830) rubles and 44 kopecks per month, inclusive of VAT (18%) of two hundred seventy-six thousand, two hundred twenty-eight (276,228) rubles and 37 kopecks.

Within the term of the Agreement, the Landlord reserves the right to unilaterally change the fixed rent through indexing of 0.1–10%. The rent may be changed at most once a calendar year.

The variable rent includes payment for hot and cold water supply, sewerage, heating, and electricity supply services provided for the leased premises. The variable rent is calculated at the 448 then-current rates on the basis of the services and energy resources actually consumed in connection with the operation of the leased premises and the equipment located therein.

Term of the Agreement:

From May 15, 2013, to and including May 15, 2018.

Termination of the Agreement:

Each party may unilaterally terminate the Agreement without recourse to legal proceedings upon ninety (90) calendar days’ prior written notice to the other party.

G. V. Boos, P. A. Borodin, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

Approved unanimously.

318

IT WAS RESOLVED AS FOLLOWS:

Concerning the item on the agenda of the Extraordinary General Meeting of Shareholders of OAO Siberian Energy Scientific and Technical Center Real Estate: “Approval of the lease agreement for the real property located at: Tomsk, prospekt Kirova, 36 to be entered into by and between OAO Siberian Energy Scientific and Technical Center Real Estate and ZAO Siberian Energy Scientific and Technical Center, which is a major transaction,” representatives of JSC Russian Grids shall be instructed to vote “For” the following decision:

The lease agreement for the real property located at: Tomsk, prospekt Kirova, 36 to be entered into by and between OAO Siberian Energy Scientific and Technical Center Real Estate and ZAO Siberian Energy Scientific and Technical Center (hereinafter, the “Agreement”), which is a major transaction, shall be approved subject to the following material terms and conditions:

Parties to the Agreement:

OAO Siberian Energy Scientific and Technical Center Real Estate as the Landlord;

ZAO Siberian Energy Scientific and Technical Center as the Tenant.

Subject matter of the Agreement:

The Landlord provides for the Tenant’s temporary possession and use, and the Tenant accepts the nonresidential premises located in the building at: Tomsk Region, Tomsk, prospekt Kirova, 449 36.

Total rentable area of the premises: 3,854.3 square meters.

Price of the Agreement:

The rent consists of a fixed rent and a variable rent.

The fixed rent includes payment for the leased premises and is one million, nine hundred sixty- nine thousand, ninety-four (1,969,094) rubles and 31 kopecks per month, inclusive of VAT (18%) of three hundred thousand, three hundred seventy (300,370) rubles and 32 kopecks.

Within the term of the Agreement, the Landlord reserves the right to unilaterally change the fixed rent through indexing of 0.1–10%. The rent may be changed at most once a calendar year.

Term of the Agreement:

From May 23, 2013, to and including May 23, 2018.

Termination of the Agreement:

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Each party may unilaterally terminate the Agreement without recourse to legal proceedings upon ninety (90) calendar days’ prior written notice to the other party.

G. V. Boos, P. A. Borodin, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

Approved unanimously.

5. Performance report of the Company’s Management Board for the 1st quarter of 2013.

IT WAS RESOLVED AS FOLLOWS:

Note shall be taken of the performance report of the Company’s Management Board for the 1st quarter of 2013 (Appendix 4).

G. V. Boos, P. A. Borodin, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

450 Approved unanimously.

6. Approval of the loan agreement between JSC Russian Grids and JSC Tyumenenergo, which is a related party transaction.

IT WAS RESOLVED AS FOLLOWS:

The loan agreement between JSC Russian Grids and JSC Tyumenenergo (hereinafter, the “Agreement”), which is a related party transaction, shall be approved subject to the following material terms and conditions:

Parties to the Agreement:

JSC Russian Grids as the Lender;

JSC Tyumenenergo as the Borrower.

Subject matter of the Agreement:

The Lender transfers to the ownership of the Borrower funds in the amount of two billion, six hundred million (2,600,000,000) rubles, and the Borrower agrees to repay the same amount to the Lender, plus interest payable to the Lender under the Agreement.

320

Price of the Agreement:

Loan amount: not in excess of two billion, six hundred million (2,600,000,000) rubles.

For the use of the loan, the Borrower pays interest of nine (9) percent per annum to the Lender. Interest is payable by the Borrower on a quarterly basis for the actual number of days of using the loan.

Term of the Agreement:

The Agreement becomes effective as of its execution by the parties and remains in full force and effect until the parties perform all of their respective obligations under the Agreement.

Deadline for loan repayment and interest payment: by June 30, 2015.

G. V. Boos, V. M. Kravchenko, S. Remes, S. V. Serebryannikov, D. V. Fedorov, T. Hendel, and P. O. Shatsky voted “For.”

N. N. Shvets, failing to be an independent director, and P. A. Borodin and V. V. Kudryavy, deemed to be related parties to the transaction, did not participate in the voting.

Approved unanimously by independent directors who were not related parties to the transaction.

451

7. Approval of the loan extended by JSC Russian Grids to JSC Tyumenenergo.

IT WAS RESOLVED AS FOLLOWS:

7.1. The loan extended by JSC Russian Grids to JSC Tyumenenergo by means of entering into the loan agreement (hereinafter, the “Agreement”) shall be approved subject to the following material terms and conditions:

Parties to the Agreement:

JSC Russian Grids as the Lender;

JSC Tyumenenergo as the Borrower.

Subject matter of the Agreement:

Price of the Agreement:

Loan amount: not in excess of two billion, six hundred million (2,600,000,000) rubles.

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ROSSETI ANNUAL REPORT 2013

Term of the Agreement:

The Agreement becomes effective as of its execution by the parties and remains in full force and effect until the parties perform all of their respective obligations under the Agreement.

Deadline for loan repayment and interest payment: by June 30, 2015.

7.2. The sole executive body of JSC Russian Grids shall include in the JSC Russian Grids Budget for 2013 the expenses associated with the loan of two billion, six hundred million (2,600,000,000) rubles extended by JSC Russian Grids to JSC Tyumenenergo as part of implementing paragraph 5 of the decision adopted by the Board of Directors of JSC IDGC Holding on February 28, 2013, (Minutes of the Meeting No. 108 of February 28, 2013).

G. V. Boos, P. A. Borodin, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

Approved unanimously.

452

8. Proposals to give due consideration to seasonality in setting tariffs for electric grid companies in resort regions.

IT WAS RESOLVED AS FOLLOWS:

8.1. Note shall be taken of the report on the proposals to give due consideration to seasonality in setting tariffs for electric grid companies in resort regions (Appendix 5).

8.2. The sole executive body of the Company shall be instructed to:

- check the fulfillment by Kubanenergo of its network connection obligations, including with respect to correspondence between the actual and documented indicators and with respect to the existence of any facts (cases) of network connection resulting in impaired reliability and increased specific electricity supply accident rates;

Deadline: August 31, 2013;

- prepare proposals to set tariffs encouraging customers not to request excess capacity and causing excess capacity to be paid for by the customers that hold such capacity.

Deadline: July 25, 2013.

G. V. Boos, P. A. Borodin, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.” 322

Approved unanimously.

9. Review of the report of the sole executive body of JSC Russian Grids on key risks of JSC Russian Grids and its subsidiaries and dependent companies for 2012.

IT WAS RESOLVED AS FOLLOWS:

Note shall be taken of the report of the sole executive body of JSC Russian Grids on key risks of JSC Russian Grids and its subsidiaries and dependent companies for 2012 (Appendix 6).

G. V. Boos, P. A. Borodin, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

Approved unanimously.

453 10. Review of the internal auditor’s report on the efficiency of the internal control and risk management system of JSC Russian Grids and subsidiaries and dependent companies of JSC Russian Grids for 2012.

IT WAS RESOLVED AS FOLLOWS:

The internal auditor’s report on the efficiency of the internal control and risk management system of JSC Russian Grids and subsidiaries and dependent companies of JSC Russian Grids for 2012 shall be approved (Appendix 7).

G. V. Boos, P. A. Borodin, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

V. M. Kravchenko “Abstained.”

Approved by a majority of votes.

11. JSC Russian Grids’s holding a stake in JSC TDC.

IT WAS RESOLVED AS FOLLOWS:

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ROSSETI ANNUAL REPORT 2013

The acquisition by JSC Russian Grids of shares in JSC TDC shall be approved subject to the following terms and conditions:

- Category, type, par value, and quantity of acquired shares:

- one billion, three hundred twenty-five million, four hundred twenty-four thousand, eight hundred eighty-four (1,325,424,884) registered ordinary shares in JSC TDC, each with a par value of zero and four thousand nine hundred sixteen ten-thousandths (0.4916) rubles, and

- one hundred fifty-eight million, two hundred thirteen thousand, nine hundred eleven (158,213,911) registered preference shares in JSC TDC, each with a par value of zero and four thousand nine hundred sixteen ten-thousandths (0.4916) rubles.

- Acquisition price of the shares, value of the acquired shares:

- 0.536536 rubles per ordinary share in JSC TDC in the amount of seven hundred eleven million, one hundred thirty-eight thousand, one hundred sixty-five (711,138,165) rubles and 56 kopecks.

- 0.4235 rubles per preference share in the amount of sixty-seven million, three thousand, five hundred ninety-one (67,003,591) rubles and 31 kopecks.

- Seller: JSC Tyumenenergo.

454 - Acquisition method: through entering into a securities purchase and sale agreement. - Payment method: cash in Russian rubles.

G. V. Boos, P. A. Borodin, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

P. O. Shatsky “Abstained.”

Approved by a majority of votes.

12. Determination of the price of the property (shares in JSC TDC) to be acquired by JSC Russian Grids under the transaction, which is a related party transaction.

IT WAS RESOLVED AS FOLLOWS:

The price of the property (shares in JSC TDC) to be acquired by JSC Russian Grids under the securities purchase and sale agreement between JSC Russian Grids and JSC Tyumenenergo, which is a related party transaction, shall be seven hundred seventy-eight million, one hundred forty-one thousand, seven hundred fifty-six (778,141,756) rubles and 87 kopecks.

G. V. Boos, V. M. Kravchenko, S. Remes, S. V. Serebryannikov, D. V. Fedorov, and T. Hendel voted “For.”

324

P. O. Shatsky “Abstained.”

N. N. Shvets, failing to be an independent director, and P. A. Borodin and V. V. Kudryavy, deemed to be related parties to the transaction, did not participate in the voting.

Approved by a majority of votes of independent directors who were not related parties to the transaction.

13. Approval of the transaction in connection with the acquisition by JSC Russian Grids of shares in JSC TDC, which is a related party transaction.

IT WAS RESOLVED AS FOLLOWS:

The transaction in connection with the acquisition by JSC Russian Grids of shares in JSC TDC, which is a related party transaction, shall be approved subject to the following material terms and conditions:

Parties to the transaction: JSC Tyumenenergo (“Seller”) and JSC Russian Grids (“Acquirer”); 455 Subject matter of the transaction: the Seller transfers to the ownership of the Acquirer, and the Acquirer accepts and pays for the following shares:

Total price of the transaction: seven hundred seventy-eight million, one hundred forty-one thousand, seven hundred fifty-six (778,141,756) rubles and 87 kopecks, including:

- price of ordinary shares: seven hundred eleven million, one hundred thirty-eight thousand, one hundred sixty-five (711,138,165) rubles and 56 kopecks,

- price of preference shares: sixty-seven million, three thousand, five hundred ninety-one (67,003,591) rubles and 31 kopecks.

Method of payment: payment will be made in cash in Russian rubles.

G. V. Boos, V. M. Kravchenko, S. Remes, S. V. Serebryannikov, D. V. Fedorov, and T. Hendel voted “For.”

P. O. Shatsky “Abstained.” 325

ROSSETI ANNUAL REPORT 2013

N. N. Shvets, failing to be an independent director, and P. A. Borodin and V. V. Kudryavy, deemed to be related parties to the transaction, did not participate in the voting.

Approved by a majority of votes of independent directors who were not related parties to the transaction.

IT WAS RESOLVED AS FOLLOWS:

Concerning the item on the agenda of the meeting of the Board of Directors of JSC Tyumenenergo: “Termination of JSC Tyumenenergo’s holding a stake in Kubanenergo,” representatives of JSC Russian Grids shall be instructed to vote “For” the following decision:

The termination of JSC Tyumenenergo’s holding a stake in Kubanenergo by means of 456 transferring title to its shares shall be approved subject to the following material terms and conditions:

Category, type, par value, and quantity of transferred shares: thirty million, nine hundred twenty- six thousand, eight hundred one (30,926,801) uncertificated registered ordinary shares, each with a par value of one hundred (100) rubles and 00 kopecks;

Stake held by JSC Tyumenenergo in the authorized capital of Kubanenergo: 21.6358%;

Transfer price: 157.801952 rubles per ordinary share in Kubanenergo in the amount of four billion, eight hundred eighty million, three hundred nine thousand, five hundred sixty-six (4,880,309,566) rubles and 92 kopecks;

Transfer method: through entering into a purchase and sale agreement between JSC Tyumenenergo (“Seller”) and JSC Russian Grids (“Acquirer”).

Payment method for the transferred property: cash in Russian rubles.

G. V. Boos, P. A. Borodin, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

P. O. Shatsky “Abstained.”

Approved by a majority of votes.

326

IT WAS RESOLVED AS FOLLOWS:

Concerning the item on the agenda of the meeting of the Board of Directors of JSC Tyumenenergo: “Termination of JSC Tyumenenergo’s holding a stake in JSC TDC,” representatives of JSC Russian Grids shall be instructed to vote “For” the following decision:

The termination of JSC Tyumenenergo’s holding a stake in JSC TDC by means of transferring title to its shares shall be approved subject to the following material terms and conditions:

Category, type, par value, and quantity of transferred shares:

- one billion, three hundred twenty-five million, four hundred twenty-four thousand, eight hundred eighty-four (1,325,424,884) uncertificated registered ordinary shares, each with a par value of 0.4916 rubles, or 34.7032% of the total number of ordinary shares, and

- one hundred fifty-eight million, two hundred thirteen thousand, nine hundred eleven (158,213,911) uncertificated registered preference shares, each with a par value of 0.4916 rubles, or 27.4347% of the total number of preference shares. 457

Stake held by JSC Tyumenenergo in the authorized capital of JSC TDC: 33.7497%;

Transfer price:

- 0.536536 rubles per ordinary share in JSC TDC in the amount of seven hundred eleven million, one hundred thirty-eight thousand, one hundred sixty-five (711,138,165) rubles and 56 kopecks;

- 0.4235 rubles per preference share in JSC TDC in the amount of sixty-seven million, three thousand, five hundred ninety-one (67,003,591) rubles and 31 kopecks.

Transfer method: through entering into a purchase and sale agreement between JSC Tyumenenergo (“Seller”) and JSC Russian Grids (“Acquirer”).

Payment method for the transferred property: cash in Russian rubles.

G. V. Boos, P. A. Borodin, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

P. O. Shatsky “Abstained.”

Approved by a majority of votes.

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IT WAS RESOLVED AS FOLLOWS:

Representatives of JSC Russian Grids on the boards of directors of the subsidiaries and dependent companies listed in Appendix 8 with respect to the issues connected with the agendas of the extraordinary general meetings of shareholders of the subsidiaries and dependent companies shall be instructed to vote “For” the inclusion of the following items on the agendas of the general meetings of shareholders of the subsidiaries and dependent companies:

- Early termination of the powers of the members of the Board of Directors of the Company;

- Election of members of the Board of Directors of the Company.

G. V. Boos, P. A. Borodin, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

Approved unanimously.

458

17. One-time bonus payment for the staff of the administrative office of the Board of Directors of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

17.1. Based on performance results in the 1st half of 2013, a one-time bonus shall be paid to the staff of the administrative office of the Board of Directors of JSC Russian Grids in the amount of 6 official salaries (pursuant to the decision adopted by the Board of Directors on November 8, 2012; paragraph 3.1 of Minutes No. 99).

17.2. The sole executive body of JSC Russian Grids (O. M. Budargin) shall be instructed to pay the one-time bonus to the staff of the administrative office of the Board of Directors of JSC Russian Grids within two weeks after this decision is adopted in the amount specified in paragraph 17.1 hereof.

G. V. Boos, P. A. Borodin, V. M. Kravchenko, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, D. V. Fedorov, T. Hendel, P. O. Shatsky, and N. N. Shvets voted “For.”

Approved unanimously.

Ballots attached. 328

Comments of member of the Board of Directors of JSC Russian Grids V. M. Kravchenko on items on the agenda of the meeting attached hereto.

G. V. Boos

Chairman of the Board of Directors

G. A. Kizaryants

Secretary of the Board of Directors

459

Date of the Minutes of the Meeting: June 26, 2013

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M I N U T E S

of the Meeting of the Board of Directors

June 27, 2013 No. 128

Moscow 460

The decision of the Board of Directors of JSC Russian Grids was approved by absentee voting (voting by ballot).

A. R. Bokarev, P. A. Borodin, V. M. Kravchenko, E. B. Titova, and P. O. Shatsky did not participate in the voting.

Agenda:

1. Approval of the Agreement to Settle the Obligations Under Agreement for the Transfer of the Powers of JSC Interregional Distribution Grid Companies Holding’s Sole Executive Body No. 1007 of July 10, 2012, which is a related party transaction.

2. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the items on the agendas of the general meetings of shareholders of subsidiaries and dependent companies concerning the election of members of the boards of directors of subsidiaries and dependent companies.

330

IT WAS RESOLVED AS FOLLOWS:

1.1. The price of the Agreement to Settle the Obligations Under Agreement for the Transfer of the Powers of JSC Interregional Distribution Grid Companies Holding’s Sole Executive Body No. 1007 of July 10, 2012, (hereinafter, the “Agreement”) between JSC Russian Grids (hereinafter, “JSC Russian Grids” or the “Company”) and JSC FGC UES (hereinafter, the “Management Organization”), which is a related party transaction, shall be equal to the actual expenses incurred by the Management Organization and calculated in accordance with Annex 1 to the Agreement.

The fee payable to the Management Organization and calculated and paid in accordance with the Agreement may not be two (2) or more percent of the book value of the Company’s assets as of the latest balance sheet date prior to the execution of the Agreement.

1.2. The Agreement (Appendix 1), which is a related party transaction, shall be approved subject to the following material terms and conditions: 461 Parties to the Agreement:

JSC Russian Grids as the Company;

JSC FGC UES as the Management Organization.

Subject matter of the Agreement:

1. In accordance with Section 9 of the Transfer Agreement, the parties hereby agree upon the expenses incurred by the Management Organization for the period of exercising the powers of the sole executive body from July 10, 2012, to and including June 14, 2013.

2. The fee payable to the Management Organization for the period from June 1, 2013, to and including June 14, 2013, is one million, five hundred forty thousand (1,540,000) rubles, inclusive of value added tax of two hundred thirty-four thousand, nine hundred fifteen (234,915) rubles and 25 kopecks, and is paid in accordance with the procedure set forth in the Transfer Agreement.

3. The actual expenses incurred by the Management Organization in accordance with Section 9 of the Transfer Agreement are ninety-three million, eight hundred three thousand, one hundred six (93,803,106) rubles, inclusive of value added tax of eight hundred twenty-eight thousand, two hundred thirty-nine (828,239) rubles in accordance with Annex 1 to the Agreement.

4. The actual expenses specified in paragraph 5 of the Agreement are paid by the Company to the Management Organization within five (5) business days after the date of execution of the Agreement as invoiced, by bank transfer into the Management Organization’s settlement account specified in Section 13 of the Transfer Agreement. 331

ROSSETI ANNUAL REPORT 2013

Price of the Agreement:

The price of the Agreement is equal to the fee payable to the Management Organization for the period from June 1, 2013, to and including June 14, 2013, which is one million, five hundred forty thousand (1,540,000) rubles, inclusive of value added tax of two hundred thirty-four thousand, nine hundred fifteen (234,915) rubles and 25 kopecks, plus the actual expenses incurred by the Management Organization and calculated in accordance with Annex 1 to the Agreement.

Term of the Agreement:

The Agreement becomes effective as of its execution and remains in full force and effect until the parties perform all of their respective obligations.

S. R. Borisov, B. G. Zingarevich, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, and T. Hendel voted “For.”

N. N. Shvets, failing to be an independent director, and G. V. Boos and D. V. Fedorov, deemed to be related parties to the transaction, did not participate in the voting. 462 Approved unanimously by independent directors who were not related parties to the transaction.

IT WAS RESOLVED AS FOLLOWS:

G. V. Boos, S. R. Borisov, B. G. Zingarevich, V. V. Kudryavy, S. Remes, S. V. Serebryannikov, V. V. Tatsiy, D. V. Fedorov, T. Hendel, and N. N. Shvets voted “For.”

Approved unanimously.

332

Ballots attached.

G. V. Boos

Chairman of the Board of Directors

G. A. Kizaryants

Secretary of the Board of Directors

Date of the Minutes of the Meeting: June 27, 2013

463

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M I N U T E S

of the Meeting of the Board of Directors

June 28, 2013 No. 129

Moscow

464

The decision of the Board of Directors of JSC Russian Grids was approved by absentee voting (voting by ballot).

The following members of the Board of Directors participated in the voting: S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, S. Remes, E. Ferlenghi, P. O. Shatsky, A. N. Shishkin, and S. I. Shmatko.

M. V. Ochirova and E. B. Titova did not participate in the voting

Agenda:

1. Election of the Chairman of the Board of Directors of JSC Russian Grids.

2. Election of the Secretary of the Board of Directors of JSC Russian Grids.

1. Election of the Chairman of the Board of Directors of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

334

Sergey Ivanovich Shmatko shall be elected as the Chairman of the Board of Directors of JSC Russian Grids.

S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, S. Remes, E. Ferlenghi, P. O. Shatsky, A. N. Shishkin, and S. I. Shmatko voted “For.”

Approved unanimously.

2. Election of the Secretary of the Board of Directors of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

Yuri Vladimirovich Goncharov shall be elected as the Secretary of the Board of Directors of JSC Russian Grids for this meeting of the Board of Directors.

S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, S. Remes, E. Ferlenghi, P. O. Shatsky, A. N. Shishkin, and S. I. Shmatko voted “For.”

G. V. Boos voted “Against.” 465 Approved by a majority of votes.

Ballots attached.

S. I. Shmatko

Chairman of the Board of Directors

Yu. V. Goncharov

Secretary of the Board of Directors

Date of the Minutes of the Meeting: July 1, 2013

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ROSSETI ANNUAL REPORT 2013

M I N U T E S

of the Meeting of the Board of Directors

July 4, 2013 No. 130

Moscow

Chairman of the Board of Directors of JSC Russian Grids S. I. Shmatko

466 Present were:

- members of the Board of Directors: S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, A. Ye. Murov, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin;

- members of the Board of Directors G. V. Boos, D. S. Morozov, and S. Remes provided their written opinions on the items on the agenda of the meeting;

- responsible officers of JSC Russian Grids:

A. A. Dyomin, S. A. Arkhipov, Yu. V. Goncharov, D. I. Gotlib (on Items 4–7), Yu. N. Mangarov, Ye. V. Prokhorov, O. V. Shatokhina, D. A. Bobkov, A. A. Ozherelyev, A. A. Zakharov, and I. N. Sukharnikova;

- Assistant to V. M. Kravchenko, a member of the Board of Directors, A. Yu. Malyshev;

Of the 15 elected members of the Board of Directors of JSC Russian Grids, nine attended the meeting. Three members of the Board of Directors sent their written opinions.

The meeting of the Board of Directors of JSC Russian Grids had a quorum.

336

Agenda

1. Election of the Secretary of the Board of Directors of JSC Russian Grids.

2. Termination of the powers of members of the Management Board of JSC Russian Grids and the election of members of the Management Board of JSC Russian Grids.

3. Issues related to the committees of the Board of Directors of JSC Russian Grids.

4. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of Chechenenergo, JSC.

5. Approval of the loan agreement between JSC Russian Grids and Chechenenergo, JSC, which is a related party transaction.

6. Approval of the loan extended by JSC Russian Grids to Chechenenergo, JSC.

7. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of Chechenenergo, JSC.

1. THE FOLLOWING PERSON WAS HEARD: 467

A. A. Dyomin

Election of the Secretary of the Board of Directors of JSC Russian Grids.

THE FOLLOWING PERSONS REPORTED:

S. I. Shmatko and V. M. Kravchenko

IT WAS RESOLVED AS FOLLOWS:

Yuri Vladimirovich Goncharov shall be elected as the Secretary of the Board of Directors of JSC Russian Grids for this meeting of the Board of Directors.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, S. Remes, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

Approved unanimously.

2. THE FOLLOWING PERSON WAS HEARD: 337

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O. M. Budargin

Termination of the powers of members of the Management Board of JSC Russian Grids and the election of members of the Management Board of JSC Russian Grids.

THE FOLLOWING PERSON REPORTED:

S. I. Shmatko

IT WAS RESOLVED AS FOLLOWS:

2.1. The powers of Mr. Igor Vladimirovich Khvalin as a member of the Management Board of JSC Russian Grids shall be terminated.

2.2. Mr. Andrey Aleksandrovich Dyomin, First Deputy Director General for Economic Affairs and Finance of JSC Russian Grids, shall be elected to the Management Board of JSC Russian Grids.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, A. Ye. Murov, S. Remes, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.” 468 G. V. Boos voted “Against.”

D. S. Morozov “Abstained.”

Approved by a majority of votes.

3. THE FOLLOWING PERSON WAS HEARD:

Yu. V. Goncharov

Issues related to the committees of the Board of Directors of JSC Russian Grids.

THE FOLLOWING PERSONS REPORTED:

S. I. Shmatko, E. Ferlenghi, B. I. Ayuyev, A. Ye. Murov, S. O. Ashirov, O. M. Budargin, and V. M. Kravchenko

IT WAS RESOLVED AS FOLLOWS:

338

3.1. It shall be proposed that the members of the Board of Directors of JSC Russian Grids submit within two weeks to the Chairman of the Board of Directors of JSC Russian Grids their proposals for nominees for election to:

- the Valuation Committee of the Board of Directors of JSC Russian Grids,

- the Strategy Committee of the Board of Directors of JSC Russian Grids,

- the Nomination and Remuneration Committee of the Board of Directors of JSC Russian Grids,

- the Audit Committee of the Board of Directors of JSC Russian Grids,

- the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee of the Board of Directors of JSC Russian Grids,

- the Society, Customer, and Government Relations and Information Policy Committee of the Board of Directors of JSC Russian Grids.

3.2. The election of members of the committees of the Board of Directors of JSC Russian Grids shall be considered at a regular meeting of the Board of Directors of JSC Russian Grids

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, S. Remes, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.” 469 Approved unanimously.

FOR THE RECORD ONLY:

1. It shall be recommended that members of the Board of Directors of JSC Russian Grids submit within two weeks to the Chairman of the Board of Directors of JSC Russian Grids their proposals regarding amendments to the Regulations for the Committees of the Board of Directors of JSC Russian Grids, including with respect to the number of members and the organization of the work of the Company’s Board of Directors.

4. THE FOLLOWING PERSON WAS HEARD:

A. A. Dyomin

Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of Chechenenergo, JSC.

THE FOLLOWING PERSONS REPORTED:

S. I. Shmatko, S. O. Ashirov, S. A. Arkhipov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, A. N. Shishkin, P. O. Shatsky, E. Ferlenghi, A. Ye. Murov, and D. I. Gotlib

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ROSSETI ANNUAL REPORT 2013

IT WAS RESOLVED AS FOLLOWS:

Concerning the item on the agenda of the meeting of the Board of Directors of Chechenenergo, JSC “Agenda of the Extraordinary General Meeting of Shareholders of Chechenenergo, JSC,” representatives of JSC Russian Grids shall be instructed to vote “For” the inclusion of the following item on the agenda of the Extraordinary General Meeting of Shareholders of Chechenenergo, JSC:

- Approval of the loan agreement between the Company and JSC Russian Grids, which is a related party transaction.

S. I. Shmatko, B. I. Ayuyev, G. V. Boos, O. M. Budargin, V. M. Kravchenko, A. Ye. Murov, S. Remes, E. Ferlenghi, and A. N. Shishkin voted “For.”

D. S. Morozov voted “Against.”

S. O. Ashirov and P. O. Shatsky “Abstained.”

Approved by a majority of votes.

470 5. THE FOLLOWING PERSON WAS HEARD:

A. A. Dyomin

Approval of the loan agreement between JSC Russian Grids and Chechenenergo, JSC, which is a related party transaction.

THE FOLLOWING PERSONS REPORTED:

S. I. Shmatko, S. O. Ashirov, S. A. Arkhipov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, A. N. Shishkin, P. O. Shatsky, E. Ferlenghi, A. Ye. Murov, and D. I. Gotlib

IT WAS RESOLVED AS FOLLOWS:

The loan agreement between JSC Russian Grids and Chechenenergo, JSC (hereinafter, the “Agreement”), which is a related party transaction, shall be approved subject to the following material terms and conditions:

Parties to the Agreement:

JSC Russian Grids as the Lender;

Chechenenergo, JSC as the Borrower. 340

Subject matter of the Agreement:

The Lender transfers to the ownership of the Borrower funds in the amount of up to one hundred twenty-five million (125,000,000) rubles, and the Borrower agrees to repay the same amount to the Lender, plus interest payable to the Lender under the Agreement.

Price of the Agreement:

Loan amount: up to one hundred twenty-five million (125,000,000) rubles.

For the use of the loan, the Borrower pays interest of nine (9) percent per annum to the Lender. Interest is payable by the Borrower at the time of loan repayment.

Term of the Agreement:

The Agreement becomes effective as of the transfer of the loan amount by the Lender to the Borrower and remains in full force and effect until the parties perform all of their respective obligations under the Agreement.

Deadline for loan repayment and interest payment: by October 1, 2015.

S. I. Shmatko, B. I. Ayuyev, G. V. Boos, V. M. Kravchenko, S. Remes, E. Ferlenghi, and A. N. Shishkin voted “For.”

D. S. Morozov voted “Against.” 471

S. O. Ashirov and P. O. Shatsky “Abstained.”

O. M. Budargin and A. Ye. Murov, failing to be independent directors, did not participate in the voting.

Approved by a majority of votes of independent directors who were not related parties to the transaction.

6. THE FOLLOWING PERSON WAS HEARD:

A. A. Dyomin

Approval of the loan extended by JSC Russian Grids to Chechenenergo, JSC.

THE FOLLOWING PERSONS REPORTED:

S. I. Shmatko, S. O. Ashirov, S. A. Arkhipov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, A. N. Shishkin, P. O. Shatsky, E. Ferlenghi, A. Ye. Murov, and D. I. Gotlib

IT WAS RESOLVED AS FOLLOWS:

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ROSSETI ANNUAL REPORT 2013

The loan extended by JSC Russian Grids to Chechenenergo, JSC by means of entering into the loan agreement (hereinafter, the “Agreement”) shall be approved subject to the following material terms and conditions:

Parties to the Agreement:

JSC Russian Grids as the Lender;

Chechenenergo, JSC as the Borrower.

Subject matter of the Agreement:

Price of the Agreement:

Loan amount: up to one hundred twenty-five million (125,000,000) rubles.

For the use of the loan, the Borrower pays interest of nine (9) percent per annum to the Lender. Interest is payable by the Borrower at the time of loan repayment.

Term of the Agreement: 472 The Agreement becomes effective as of the transfer of the loan amount by the Lender to the Borrower and remains in full force and effect until the parties perform all of their respective obligations under the Agreement.

Deadline for loan repayment and interest payment: by October 1, 2015.

S. I. Shmatko, B. I. Ayuyev, G. V. Boos, O. M. Budargin, V. M. Kravchenko, A. Ye. Murov, S. Remes, E. Ferlenghi, and A. N. Shishkin voted “For.”

D. S. Morozov voted “Against.”

S. O. Ashirov and P. O. Shatsky “Abstained.”

Approved by a majority of two-thirds of the votes of the voting members of the Board of Directors.

7. THE FOLLOWING PERSON WAS HEARD:

A. A. Dyomin

Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of Chechenenergo, JSC.

THE FOLLOWING PERSONS REPORTED: 342

S. I. Shmatko, S. O. Ashirov, S. A. Arkhipov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, A. N. Shishkin, P. O. Shatsky, E. Ferlenghi, A. Ye. Murov, and D. I. Gotlib

IT WAS RESOLVED AS FOLLOWS:

Concerning the item on the agenda of the meeting of the Board of Directors of Chechenenergo, JSC “Approval of the agenda of the Extraordinary General Meeting of Shareholders of Chechenenergo, JSC,” representatives of JSC Russian Grids shall be instructed to vote “For” the approval of the following agenda of the Extraordinary General Meeting of Shareholders of Chechenenergo, JSC:

- Approval of the loan agreement between the Company and IDGC of Northern Caucasus, JSC, which is a related party transaction;

- Approval of the loan agreement between the Company and IDGC of Northern Caucasus, JSC, which is a related party transaction.

S. I. Shmatko, B. I. Ayuyev, G. V. Boos, O. M. Budargin, V. M. Kravchenko, A. Ye. Murov, S. Remes, E. Ferlenghi, A. N. Shishkin voted “For.”

D. S. Morozov voted “Against.” 473 S. O. Ashirov and P. O. Shatsky “Abstained.”

Approved by a majority of votes.

FOR THE RECORD ONLY:

1. Director General of JSC Russian Grids O. M. Budargin shall provide members of the Board of Directors with information:

- concerning JSC Russian Grids’s property intended for use as a contribution to the authorized capital of Chechenenergo, JSC;

Deadline: prior to July 19, 2013

- concerning the Russian Grids Group’s intragroup loans.

Deadline: prior to July 19, 2013

2. Director General of JSC Russian Grids O. M. Budargin shall prepare and submit for consideration by a meeting of the Board of Directors the following issues:

- preparations of the Russian Grids Group for the 2013/14 heat deficit period.

Deadline: prior to August 10, 2013

- target-oriented organization of energy retail operations in the Russian Grids Group, including in the North Caucasus and the Chechen Republic. 343

ROSSETI ANNUAL REPORT 2013

Deadline: prior to October 1, 2013

3. The Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee of the Board of Directors of JSC Russian Grids shall, within one month, review the list of measures and information on the value of work specified in the plan of high priority measures to prepare Chechenenergo, JSC for operation in the 2013/14 heat deficit period.

Written opinion by member of the Board of Directors of JSC Russian Grids G. V. Boos attached hereto (Appendix 1).

Written opinion by member of the Board of Directors of JSC Russian Grids D. S. Morozov attached hereto (Appendix 2).

Written opinion by member of the Board of Directors of JSC Russian Grids S. Remes attached hereto (Appendix 3).

474 S. I. Shmatko

Chairman of the Board of Directors

Yu. V. Goncharov

Secretary of the Board of Directors

Date of the Minutes of the Meeting: July 5, 2013

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M I N U T E S

of the Meeting of the Board of Directors

July 15, 2013 No. 131

Moscow

475

The decision of the Board of Directors of JSC Russian Grids was approved by absentee voting (voting by ballot).

The following members of the Board of Directors participated in the voting: S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. Ferlenghi, and A. N. Shishkin.

E. B. Titova and P. O. Shatsky did not participate in the voting.

The meeting had a quorum.

Agenda:

1. Election of the Secretary of the Board of Directors of JSC Russian Grids.

2. Public technological and price audit of investment projects of JSC Russian Grids subsidiaries and dependent companies.

1. Election of the Secretary of the Board of Directors of JSC Russian Grids.

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ROSSETI ANNUAL REPORT 2013

IT WAS RESOLVED AS FOLLOWS:

Yuri Vladimirovich Goncharov shall be elected as the Secretary of the Board of Directors of JSC Russian Grids for this meeting of the Board of Directors.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. Ferlenghi, and A. N. Shishkin voted “For.”

Approved unanimously.

2. Public technological and price audit of investment projects of JSC Russian Grids subsidiaries and dependent companies.

IT WAS RESOLVED AS FOLLOWS:

476 The Director General of JSC Russian Grids shall be instructed to:

2.1. Cause such subsidiaries and dependent companies and other controlled entities of JSC Russian Grids as listed in Appendix 1 to carry out before November 15, 2013, a public technological and price audit of at least 3 investment projects for the construction, rehabilitation, and technical upgrading of capital construction facilities, each with a budgeted value of 8 billion rubles or above, whose implementation is scheduled to start in 2013–2014 (provided that such investment projects are contained in the investment programs approved in accordance with the applicable laws and satisfying this condition).

The companies selected to carry out the technological and price audit shall meet the following requirements:

- they should have at least 7 years of experience in technological and price audits, including with respect to at least 5 investment projects, each with a value of 8 billion rubles or above;

- the provision of services should obligatorily involve at least 5 experts with specialized education and at least 5 years of professional experience in the relevant area.

2.2. Cause such subsidiaries and dependent companies and other controlled entities of JSC Russian Grids as listed in Appendix 1 to have public and expert discussions about progress in conducting the technological and price audit of the above-mentioned projects and about its results with the involvement of the Expert Council of the Government of the Russian Federation and ensure that the results of such discussions are published, including posting them on the Internet.

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2.3. Submit a report on the results of implementing the instructions specified in paragraphs 2.1 and 2.2 above to the Board of Directors of JSC Russian Grids before November 1, 2013, with the subsequent provision of information for the Government of the Russian Federation before December 1, 2013.

2.4. Prepare in collaboration with the Expert Council of the Government of the Russian Federation and submit for consideration by the Board of Directors of JSC Russian Grids before November 15, 2013:

A draft of the corporate standard specifying that, starting from 2014, a mandatory technological and price audit of investment projects of JSC Russian Grids subsidiaries and dependent companies, each with a budgeted value of 1.5 billion rubles or above, is carried out in all phases of such projects: preparation and design, implementation (including phased implementation), commissioning and operation, and setting forth the procedure for having public and expert discussions about progress in preparing and conducting the technological and price audit and about its results.

2.5. Submit from 2014 on an annual basis before April 5 to the Government of the Russian Federation a report on compliance with the schedules for the commissioning of facilities covered by investment programs of JSC Russian Grids subsidiaries and dependent companies and a report on carrying out a technological and price audit of investment projects of JSC Russian Grids subsidiaries and dependent companies, containing the results of the summary analysis of 477 completed audits and the conclusions resulting from public and expert discussions.

2.6. Cause the boards of directors of such subsidiaries and dependent companies and other controlled entities of JSC Russian Grids as listed in Appendix 1 to hold meetings before August 15, 2013, to discuss the public technological and price audit of the companies’ investment projects.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, M. V. Ochirova, S. Remes, and E. Ferlenghi voted “For.”

V. V. Nikonov and A. N. Shishkin voted “Against.”

Approved by a majority of votes.

Ballots attached.

Dissenting opinions by members of the Board of Directors G. V. Boos, V. V. Nikonov, and A. N. Shishkin on Item 2 on the agenda of the absentee meeting of the Board of Directors of JSC Russian Grids attached.

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S. I. Shmatko

Chairman of the Board of Directors

Yu. V. Goncharov

Secretary of the Board of Directors

Date of the Minutes of the Meeting: July 17, 2013

478

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M I N U T E S of the Meeting of the Board of Directors

August 6, 2013 No. 132

Moscow 479

The decision of the Board of Directors of JSC Russian Grids was approved by absentee voting (voting by ballot).

The following members of the Board of Directors participated in the voting: S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin.

G. V. Boos and A. Ye. Murov did not participate in the voting.

The meeting had a quorum.

Agenda:

1. Election of the Secretary of the Board of Directors of JSC Russian Grids.

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1. Election of the Secretary of the Board of Directors of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

Yuri Vladimirovich Goncharov shall be elected as the Secretary of the Board of Directors of JSC Russian Grids for this meeting of the Board of Directors.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

Approved unanimously.

IT WAS RESOLVED AS FOLLOWS:

Concerning the items on the agendas of the extraordinary general meetings of shareholders of subsidiaries and dependent companies “Election of members of the Board of Directors of the Company,” representatives of JSC Russian Grids shall be instructed to vote as specified in Appendices 1 and 2 hereto.

Approved unanimously.

Ballots attached.

S. I. Shmatko

350

Chairman of the Board of Directors

Yu. V. Goncharov

Secretary of the Board of Directors

Date of the Minutes of the Meeting: August __, 2013

481

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M I N U T E S

of the Meeting of the Board of Directors

August 30, 2013 No. 133

Moscow 482

The decision of the Board of Directors of JSC Russian Grids was approved by absentee voting (voting by ballot).

The meeting had a quorum.

Agenda:

1. Election of the Secretary of the Board of Directors of JSC Russian Grids.

2. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of OAO Urals Power Engineering Company Real Estate: “Approval of Addendum No. 2 to Real Property Lease Agreement No. 1- ChEL/2008/1.440.08 of March 11, 2008, to be entered into by and between OAO Urals Power Engineering Company Real Estate and Urals Power Engineering Company, which is a major transaction.”

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3. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the Extraordinary General Meeting of Shareholders of OAO Urals Power Engineering Company Real Estate: “Approval of Addendum No. 2 to Real Property Lease Agreement No. 1-YeKB/2008/1.439.08 of March 11, 2008, to be entered into by and between OAO Urals Power Engineering Company Real Estate and Urals Power Engineering Company, which is a major transaction.”

4. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of IDGC of Siberia, JSC “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the movable and real property that is capital assets intended for use other than the generation, transmission, dispatching, and distribution of electricity and heat, namely the property items owned by the Biysk equipment provision facility and located at: Altai Territory, Biysk, Novy, ul. Prigorodnaya, 58/1.

5. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of IDGC of Volga, JSC “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the real property that is capital assets intended for use other than the generation, transmission, dispatching, and distribution of electricity and heat, namely the two- story building of the Novoorsk Electric Grid District dispatching office, letter designation: Ye, total area: 273.7 square meters, located at: Orenburg Region, Novoorsk District, Novoorsk, ul. 483 Lenina, 31A.”

6. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of JSC Tyumenenergo “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the property that is capital assets intended for use other than the generation, transmission, dispatching, and distribution of electricity and heat, namely the group of buildings and structures located at: Khanty-Mansijsk Autonomous District – Yugra, Nizhnevartovsk District, Izluchinsk, Greenhouse Farm.”

7. JSC Russian Grids Budget for 2013.

8. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of JSC TDC “The Company’s membership in ENERGOPROEKT Nonprofit Partnership.”

9. Approval of simultaneous occupation by the Director General of JSC Russian Grids and members of the Management Board of JSC Russian Grids of positions with the management bodies of other entities.

10. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of JSC MOESK “JSC MOESK’s membership in Network Connection Infrastructure (Nonprofit Partnership for Assistance to Developing Uniform Network Connection Standards) through establishment.”

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11. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the Extraordinary General Meeting of Shareholders of JSC VPEC.

1. Election of the Secretary of the Board of Directors of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

Yuri Vladimirovich Goncharov shall be elected as the Secretary of the Board of Directors of JSC Russian Grids.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

Approved unanimously.

484

IT WAS RESOLVED AS FOLLOWS:

Concerning the item on the agenda of the meeting of the Board of Directors of OAO Urals Power Engineering Company Real Estate: “Approval of Addendum No. 2 to Real Property Lease Agreement No. 1-ChEL/2008/1.440.08 of March 11, 2008, to be entered into by and between OAO Urals Power Engineering Company Real Estate and Urals Power Engineering Company, which is a major transaction,” representatives of JSC Russian Grids shall be instructed to vote “For” the following decision:

Addendum No. 2 to Real Property Lease Agreement No. 1-ChEL/2008/1.440.08 of March 11, 2008, (hereinafter, the “Agreement”) to be entered into by and between OAO Urals Power Engineering Company Real Estate and Urals Power Engineering Company shall be approved subject to the following material terms and conditions:

Parties to the addendum:

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OAO Urals Power Engineering Company Real Estate as the Landlord;

Urals Power Engineering Company as the Tenant.

Subject matter of the addendum:

The parties agree to amend the Agreement in accordance with Appendix 1 hereto, including as follows:

- the term of the Agreement is extended until and including April 8, 2016;

- starting from March 1, 2013, each party may unilaterally terminate the Agreement without recourse to legal proceedings upon three hundred sixty (360) calendar days’ prior written notice to the other party.

In all matters not covered by the addendum, the relationship between the parties is governed by the terms and conditions of the Agreement, including the terms and conditions applicable to the rent consisting of a fixed rent that is equal to one million, four hundred ninety-six thousand, two hundred fifty-two (1,496,252) rubles and 29 kopecks, inclusive of VAT (18%), and a variable rent that includes payment for hot and cold water supply, sewerage, heating, and electricity supply services provided for the leased premises. The variable rent is calculated at the then- current rates on the basis of the services and energy resources actually consumed in connection with the operation of the leased premises and the equipment located therein. 485 Term of the addendum:

The addendum becomes effective as of its state registration and remains in full force and effect until and including April 8, 2016. The addendum retroactively applies to the relationship between the parties that came into existence on March 1, 2013.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. B. Titova, P. O. Shatsky, and A. N. Shishkin voted “For.”

E. Ferlenghi “Abstained.”

Approved by a majority of votes.

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IT WAS RESOLVED AS FOLLOWS:

Concerning the item on the agenda of the Extraordinary General Meeting of Shareholders of OAO Urals Power Engineering Company Real Estate: “Approval of Addendum No. 2 to Real Property Lease Agreement No. 1-YeKB/2008/1.439.08 of March 11, 2008, to be entered into by and between OAO Urals Power Engineering Company Real Estate and Urals Power Engineering Company, which is a major transaction,” representatives of JSC Russian Grids shall be instructed to vote “For” the following decision:

Addendum No. 2 to Real Property Lease Agreement No. 1-YeKB/2008/1.439.08 of March 11, 2008, (hereinafter, the “Agreement”) to be entered into by and between OAO Urals Power Engineering Company Real Estate and Urals Power Engineering Company, which is a major transaction, (hereinafter, the “Addendum”) shall be approved subject to the following material terms and conditions:

Parties to the Addendum:

OAO Urals Power Engineering Company Real Estate as the Landlord;

Urals Power Engineering Company as the Tenant.

Subject matter of the Addendum:

486 The parties agree to amend the Agreement in accordance with Appendix 2 hereto, including as follows:

- effective from March 1, 2013, the composition of the nonresidential premises provided by the Landlord for the Tenant’s temporary possession and use is changed with the total rentable area to be decreased from 27,115 square meters to 19,971.8 square meters;

- effective from March 1, 2013, the monthly fixed rent is changed with its amount to be decreased from fourteen million, six hundred fifty-five thousand, seven hundred thirty-seven (14,655,737) rubles and 65 kopecks, inclusive of 18% VAT, to ten million, one hundred fifty- five thousand, three hundred thirty-eight (10,155,338) rubles and 43 kopecks, inclusive of 18% VAT;

- the term of the Agreement is extended until and including July 16, 2016;

Price of the Addendum:

The fixed rent includes payment for the leased premises and is ten million, one hundred fifty-five thousand, three hundred thirty-eight (10,155,338) rubles and 43 kopecks per month, inclusive of 18% VAT of one million, five hundred forty-nine thousand, one hundred nineteen (1,549,119) rubles and 43 kopecks.

Term of the Addendum:

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The Addendum becomes effective as of its state registration, retroactively applies to the relationship between the parties that came into existence on March 1, 2013, and remains in full force and effect until and including July 16, 2016.

E. Ferlenghi “Abstained.”

Approved by a majority of votes.

IT WAS RESOLVED AS FOLLOWS:

4.1. Concerning the item on the agenda of the meeting of the Board of Directors of IDGC of Siberia, JSC “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the movable and real property that is capital assets intended for use other than the generation, transmission, dispatching, and distribution of electricity and heat, namely the property items owned by the Biysk equipment provision facility and located at: Altai Territory, Biysk, Novy, ul. Prigorodnaya, 58/1,” representatives of JSC Russian Grids shall be instructed to vote “For” the approval of the decision subject to the following material terms and conditions:

- transferred property: property items owned by the Biysk equipment provision facility. Address (location): Altai Territory, Biysk, Novy, ul. Prigorodnaya, 58/1 (in accordance with Appendix 3 and Appendix 4 hereto);

- residual value of the property contained in the property items owned by the Biysk equipment provision facility as at December 31, 2012: 50,387,630 (fifty million, three hundred eighty-seven thousand, six hundred thirty) rubles and 79 kopecks;

- transfer method for the movable and real property: public auction with an independent selling agent engaged;

- starting price of the auction: equal to the market value of the property as determined by an independent appraiser, OOO Institute for Valuation of Ownership and Financial Activities, 357

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(Report No. 33/2013, Report No. 38/2013) at one hundred thirty-two million, five hundred fifty thousand (132,550,000) rubles and 00 kopecks, inclusive of VAT (18%);

- payment procedure (period) for the transferred movable and real property: within ten (10) days after the date of execution by the parties of the purchase and sale agreement, by bank transfer by the Buyer into the Seller’s settlement account;

- property transfer procedure: title transfers in accordance with the procedure provided for in the laws.

4.2. The property specified in paragraph 4.1 hereof shall be caused to be sold in accordance with the procedure and methods set forth in the Regulations for Selling Noncore Assets of IDGC of Siberia, JSC approved by the decision of the Company’s Board of Directors on November 14, 2008 (Minutes of the Meeting No. 25/08).

E. Ferlenghi “Abstained.”

Approved by a majority of votes.

488

IT WAS RESOLVED AS FOLLOWS:

Concerning the item on the agenda of the meeting of the Board of Directors of IDGC of Volga, JSC “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the real property that is capital assets intended for use other than the generation, transmission, dispatching, and distribution of electricity and heat, namely the two- story building of the Novoorsk Electric Grid District dispatching office, letter designation: Ye, total area: 273.7 square meters, located at: Orenburg Region, Novoorsk District, Novoorsk, ul. Lenina, 31A,” representatives of JSC Russian Grids shall be instructed to vote “For” the approval of the Company’s entering into the transaction subject to the following material terms and conditions:

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- composition of the transferred property: two-story building of the Novoorsk Electric Grid District dispatching office, letter designation: Ye, total area: 273.7 square meters, located at: Orenburg Region, Novoorsk District, Novoorsk, ul. Lenina, 31A;

- book (residual) value of the transferred property as at December 31, 2012: one million, five hundred eighty-eight thousand, nine hundred eleven (1,588,911) rubles and 40 kopecks;

- property transfer method: submission of bids invited by the Prosecutor’s Office of the Orenburg Region for the purchase of nonresidential premises in Novoorsk for use by the Prosecutor’s Office of the Orenburg Region;

- buyer: Prosecutor’s Office of the Orenburg Region;

- market value of the transferred property as determined by an independent appraiser, Index- Orenburg, a branch of OOO INDEX Center of Judicial and Private Examinations (Market Value Appraisal Report No. 001-FO-13 of March 1, 2013): four million, nine hundred seventy thousand (4,970,000) rubles and 00 kopecks, inclusive of 18% VAT of seven hundred fifty-eight thousand, one hundred thirty-five (758,135) rubles and 59 kopecks;

- selling price: equal to the market value of the transferred property;

- payment procedure for the transferred property: cash, within 30 days after the date of execution of the purchase and sale agreement; 489 - documents shall be submitted for the state registration of the transfer of title after the parties make all of their respective settlements.

Approved unanimously.

IT WAS RESOLVED AS FOLLOWS:

Concerning the item on the agenda of the meeting of the Board of Directors of JSC Tyumenenergo “Tentative approval of the decision on the Company’s entering into a transaction 359

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associated with transferring title to the property that is capital assets intended for use other than the generation, transmission, dispatching, and distribution of electricity and heat, namely the group of buildings and structures located at: Khanty-Mansijsk Autonomous District – Yugra, Nizhnevartovsk District, Izluchinsk, Greenhouse Farm,” representatives of JSC Russian Grids shall be instructed to vote “For” the approval of the Company’s entering into the transaction subject to the following material terms and conditions:

- transferred property: group of buildings and structures located at: Khanty-Mansijsk Autonomous District – Yugra, Nizhnevartovsk District, Izluchinsk, Greenhouse Farm (Appendix 5);

- book (residual) value of the transferred property as at April 30, 2013: fourteen million, eight hundred ninety-one thousand, five hundred sixty-five (14,891,565) rubles and 75 kopecks;

- property transfer method: transfer of property without compensation to the municipal ownership of the Nizhnevartovsk District.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. B. Titova, and A. N. Shishkin voted “For.”

E. Ferlenghi voted “Against.” 490 P. O. Shatsky “Abstained.”

Approved by a majority of votes.

7. JSC Russian Grids Budget for 2013.

IT WAS RESOLVED AS FOLLOWS:

The JSC Russian Grids Budget for 2013 shall be approved (Appendix 6).

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin, V. M. Kravchenko, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. Ferlenghi, P. O. Shatsky, E. B. Titova, and A. N. Shishkin voted “For.”

D. S. Morozov “Abstained.”

Approved by a majority of votes.

360

IT WAS RESOLVED AS FOLLOWS:

8.1. Concerning the item on the agenda of the meeting of the Board of Directors of JSC TDC “The Company’s membership in ENERGOPROEKT Nonprofit Partnership,” representatives of JSC Russian Grids shall be instructed to vote “For” the Company’s membership in ENERGOPROEKT Nonprofit Partnership (hereinafter, the “Partnership”) subject to the following material terms and conditions:

- admission fee: fifty thousand (50,000) rubles;

- monthly membership fee: ten thousand (10,000) rubles;

- compensation fund fee per Partnership member: five hundred thousand (500,000) rubles or, subject to the Partnership member’s fulfilling the requirement applicable to the insurance of third party liability that may arise out of damage due to defective work affecting the safety of capital construction facilities, one hundred fifty thousand (150,000) rubles;

- if a certificate of authorization of work related the organization of preparing design documents 491 is obtained, the minimum compensation fund fee per Partnership member is:

1) five hundred thousand (500,000) rubles or, subject to entering into an insurance contract covering third party liability that may arise out of damage due to defective work affecting the safety of capital construction facilities, one hundred fifty thousand (150,000) rubles, provided that the Partnership member plans to organize work on the preparation of design documents with a value of at most five million (5,000,000) rubles under one contract;

2) seven hundred fifty thousand (750,000) rubles or, subject to the Partnership member’s fulfilling the requirement applicable to the insurance of third party liability that may arise out of damage due to defective work affecting the safety of capital construction facilities, two hundred fifty thousand (250,000) rubles, provided that the Partnership member plans to organize work on the preparation of design documents with a value of at most twenty-five million (25,000,000) rubles under one contract;

3) one million, five hundred thousand (1,500,000) rubles or, subject to entering into an insurance contract covering third party liability that may arise out of damage due to defective work affecting the safety of capital construction facilities, five hundred thousand (500,000) rubles, provided that the Partnership member plans to organize work on the preparation of design documents with a value of at most fifty million (50,000,000) rubles under one contract;

4) three million (3,000,000) rubles or, subject to entering into an insurance contract covering third party liability that may arise out of damage due to defective work affecting the safety of capital construction facilities, one million (1,000,000) rubles, provided that the Partnership

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member plans to organize work on the preparation of design documents with a value of less than three hundred million (300,000,000) rubles under one contract;

5) four million, five hundred thousand (4,500,000) rubles or, subject to entering into an insurance contract covering third party liability that may arise out of damage due to defective work affecting the safety of capital construction facilities, one million, five hundred thousand (1,500,000) rubles, provided that the Partnership member plans to organize work on the preparation of design documents with a value of three hundred million (300,000,000) rubles and more under one contract;

- fee payment method: cash;

- fee payment procedure:

1) The admission fee is paid not later than three (3) business days after the decision is adopted by the Board of the Partnership to admit the Company to the Partnership;

2) The membership fee is paid not later than the fifth (5th) day in the calendar month immediately following the reporting month (not later than the fifteenth (15th) day in January);

3) The compensation fund fee is paid not later than three (3) business days after the decision is adopted to admit the Company to the Partnership;

492 - the amounts, fee payment method, and fee payment dates are determined by the General Meeting of Members of the Partnership.

8.2. The decision adopted by the Board of Directors of JSC IDGC Holding on November 9, 2010, Minutes No. 47, “Defining of the position of JSC IDGC Holding (representatives of JSC IDGC Holding) on the item on the agenda of the meeting of the Board of Directors of JSC TDC ‘The Company’s membership in ENERGOPROEKT Nonprofit Partnership’” shall be deemed to cease to be effective.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin, V. M. Kravchenko, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

D. S. Morozov “Abstained.”

Approved by a majority of votes.

9. Approval of simultaneous occupation by the Director General of JSC Russian Grids and members of the Management Board of JSC Russian Grids of positions with the management bodies of other entities.

IT WAS RESOLVED AS FOLLOWS:

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9.1. Simultaneous occupation by Oleg Mikhailovich Budargin, Director General of JSC Russian Grids and a member of the Management Board of JSC Russian Grids, of positions with the management bodies of the following entities shall be approved:

- JSC FGC UES (Chairman of the Management Board, member of the Board of Directors);

- JSC MOESK (member of the Board of Directors);

- Russian Regional Development Bank (member of the Supervisory Board);

- INTER RAO UES (member of the Board of Directors);

- Association of Solar Energy Enterprises Nonprofit Partnership (member of the Supervisory Board).

9.2. Simultaneous occupation by Andrey Aleksandrovich Dyomin, a member of the Management Board of JSC Russian Grids and the First Deputy Director General for Economic Affairs and Finance of JSC Russian Grids, of positions with the management bodies of the following entities shall be approved:

- JSC TDC (member of the Board of Directors);

- JSC Tyumenenergo (member of the Board of Directors). 493 9.3. Simultaneous occupation by Andrey Yevgenyevich Murov, a member of the Management Board of JSC Russian Grids, of positions with the management bodies of the following entities shall be approved:

- JSC FGC UES (First Deputy Chairman of the Management Board, member of the Management Board, member of the Board of Directors;

- IDGC of North-West (member of the Board of Directors);

- ENERGOSTROY Nonprofit Partnership (member of the Board).

9.4. Simultaneous occupation by Roman Nikolaevich Berdnikov, a member of the Management Board of JSC Russian Grids and the First Deputy Director General for Technical Policy of JSC Russian Grids, of positions with the management bodies of the following entities shall be approved:

- JSC FGC UES (member of the Management Board);

- IDGC of Siberia, JSC (member of the Board of Directors);

- GruzRosenergo (member of the Supervisory Board);

- Scientific and Technical Council of Unified Energy System Non-profit Partnership (member of the Supervisory Board);

- Nonprofit Partnership Council for Organizing Efficient System of Trading at Wholesale and Retail Electricity and Capacity Market (Market Council) (member of the Supervisory Board);

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- ZAO EnergoRynok (member of the Board of Directors).

9.5. Simultaneous occupation by Aleksey Vladimirovich Demidov, a member of the Management Board of JSC Russian Grids and the Deputy Director General of JSC Russian Grids, of positions with the management bodies of the following entities shall be approved:

- JSC TDC (member of the Board of Directors);

- IDGC of Northern Caucasus, JSC (member of the Board of Directors).

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. B. Titova, P. O. Shatsky, and A. N. Shishkin voted “For.”

A. Ye. Murov and E. Ferlenghi “Abstained.”

Approved by a majority of votes.

10. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of JSC MOESK “JSC MOESK’s membership in Network Connection Infrastructure (Nonprofit Partnership for Assistance to 494 Developing Uniform Network Connection Standards) through establishment.”

IT WAS RESOLVED AS FOLLOWS:

Concerning the item “JSC MOESK’s membership in Network Connection Infrastructure (Nonprofit Partnership for Assistance to Developing Uniform Network Connection Standards) through establishment,” representatives of JSC Russian Grids on the Board of Directors of JSC MOESK shall be instructed to vote “For” the following decision:

JSC MOESK’s membership in Network Connection Infrastructure (Nonprofit Partnership for Assistance to Developing Uniform Network Connection Standards) through establishment shall be approved subject to the following terms and conditions:

- Founders of Network Connection Infrastructure (Nonprofit Partnership for Assistance to Developing Uniform Network Connection Standards): JSC MOESK and JSC UNECO.

Approved unanimously.

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11. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the Extraordinary General Meeting of Shareholders of JSC VPEC.

IT WAS RESOLVED AS FOLLOWS:

Concerning the item on the agenda of the Extraordinary General Meeting of Shareholders of JSC VPEC “Subsequent approval of a major transaction associated with the possible transfer of title to the Company’s property that is capital assets, intangible assets, and construction-in-progress facilities, namely Corporate Entity’s Suretyship Agreement No. 1240-13 of April 15, 2013, between JSC VPEC and NOMOS-BANK (Open Joint-Stock Company) to secure the performance of obligations of Volga Engineering Group Closed Joint-Stock Company under Revolving Credit Agreement No. 1240-13/VK of April 15, 2013, as amended by Addendum No. 1 of April 15, 2013, Addendum No. 2 of April 15, 2013, and Addendum No. 3 of April 15, 2013,” representatives of JSC Russian Grids shall be instructed to vote “Against.”

E. Ferlenghi voted “Against.” 495 P. O. Shatsky “Abstained.”

Approved by a majority of votes.

Ballots attached.

S. I. Shmatko

Chairman of the Board of Directors

Yu. V. Goncharov

Secretary of the Board of Directors

Date of the Minutes of the Meeting: September 2, 2013

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M I N U T E S

of the Meeting of the Board of Directors

September 11, 2013 No. 134

Moscow

496 Chairman of the Board of Directors of JSC Russian Grids S. I. Shmatko

Present were:

- members of the Board of Directors: S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, A. Ye. Murov, V. V. Nikonov, S. Remes, and E. Ferlenghi;

- members of the Board of Directors G. V. Boos, D. S. Morozov, M. V. Ochirova, E. B. Titova, and P. O. Shatsky provided their written opinions on the items on the agenda of the meeting;

- responsible officers of JSC Russian Grids:

R. N. Berdnikov, A. A. Dyomin, S. A. Arkhipov, Yu. V. Goncharov, V. M. Gordienko, D. A. Bobkov, A. M. Yepifanov, R. R. Magadeev, A. P. Nikolin, Yu. V. Yashcheritsyna, A. A. Ozherelyev, and A. A. Zakharov;

- Director General of Technical Supervision Center, a branch of JSC FGC UES, A. V. Koltsov;

- Advisor to V. M. Kravchenko, a member of the Board of Directors, A. Yu. Malyshev.

366

Of the 15 elected members of the Board of Directors of JSC Russian Grids, nine attended the meeting. Five members of the Board of Directors sent their written opinions.

The meeting of the Board of Directors of JSC Russian Grids had a quorum.

Agenda

1. Preparations of the JSC Russian Grids Group for the 2013/14 heat deficit period.

2. Establishment of Technical Supervision Center, a branch of Joint Stock Company Russian Grids, and amendments to the Company’s Articles of Association in connection with the establishment of the branch.

3. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the items on the agendas of the General Meetings of Shareholders and the meetings of the Board of Directors of JSC FGC UES.

4. Miscellaneous. 497

At the suggestion of Chairman of the Board of Directors of JSC Russian Grids S. I. Shmatko, the agenda of the meeting was changed as follows: the items “Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the items on the agendas of the General Meetings of Shareholders and the meetings of the Board of Directors of JSC FGC UES” and “Miscellaneous” were excluded from consideration.

1. THE FOLLOWING PERSON WAS HEARD:

S. A. Arkhipov

Preparations of the JSC Russian Grids Group for the 2013/14 heat deficit period.

THE FOLLOWING PERSONS REPORTED:

S. I. Shmatko, O. M. Budargin, B. I. Ayuyev, S. Remes, and S. O. Ashirov.

IT WAS RESOLVED AS FOLLOWS:

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1.1. Note shall be taken of information concerning preparations of subsidiaries and dependent companies of JSC Russian Grids for the 2013/14 heat deficit period (Appendix 1).

1.2. Director General of JSC Russian Grids O. M. Budargin shall ensure that the above- mentioned subsidiaries and dependent companies of JSC Russian Grids receive certificates of preparedness for the 2013/14 heat deficit period in a timely manner within the period prescribed by the Ministry of Energy of the Russian Federation pursuant to the resolution of the Government Commission on Electricity Distribution Security (Federal HQ) (Minutes of the Meeting No. 10 of July 6, 2012).

Approved unanimously.

FOR THE RECORD ONLY:

1. Director General of JSC Russian Grids O. M. Budargin shall be instructed to:

1.1. Ensure that a schedule of interaction among subsidiaries and dependent companies of JSC 498 Russian Grids is developed for accident recovery work;

Deadline: October 30, 2013

1.2. For the purposes of operations conducted by subsidiaries and dependent companies of JSC Russian Grids the 2013/14 heat deficit period, go into the issue of establishing a centralized reserve for accident recovery work and, if necessary, submit the issue for consideration by a meeting of the Board of Directors of JSC Russian Grids;

Deadline: October 15, 2013

1.3. Conduct negotiations with executive authorities, including the Ministry of Energy of the Russian Federation, and SO UPS, JSC over the issuance of preparedness certificates in accordance with a special procedure to subsidiaries and dependent companies of JSC Russian Grids and their branches operating in the Far Eastern Federal District (in the flood area) and supplying power to the XXII Olympic Winter Games and the XI Paralympic Winter Games in Sochi in 2014.

Deadline: October 1, 2013

1.4. Submit for consideration by a meeting of the Board of Directors of JSC Russian Grids a final report on preparedness certificates received by subsidiaries and dependent companies of JSC Russian Grids.

Deadline: November 10, 2013

1.5. Ensure that a long-term program is formulated for enhancing the reliability of the electric grid sector. 368

Deadline: December 25, 2013

2. THE FOLLOWING PERSON WAS HEARD:

R. N. Berdnikov

Establishment of Technical Supervision Center, a branch of Joint Stock Company Russian Grids, and amendments to the Company’s Articles of Association in connection with the establishment of the branch.

THE FOLLOWING PERSONS REPORTED:

S. I. Shmatko, E. Ferlenghi, V. V. Nikonov, O. M. Budargin, B. I. Ayuyev, and A. Ye. Murov.

IT WAS RESOLVED AS FOLLOWS:

2.1. Technical Supervision Center, a branch of Joint Stock Company Russian Grids, (TSC, a branch of JSC Russian Grids) shall be established. 499 2.2. The Articles of Association of JSC Russian Grids shall be amended in connection with the establishment of TSC, a branch of JSC Russian Grids (Appendix 2).

2.3. Income and expenditure of TSC, a branch of JSC Russian Grids, shall be incorporated in the JSC Russian Grids Budget for 2013 and thereafter.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. B. Titova, and P. O. Shatsky voted “For.”

A. Ye. Murov and E. Ferlenghi “Abstained.”

G. V. Boos voted “Against.”

Approved by a majority of votes.

Written opinion by member of the Board of Directors of JSC Russian Grids D. S. Morozov attached hereto (Appendix 3).

Written opinion by member of the Board of Directors of JSC Russian Grids M. V. Ochirova attached hereto (Appendix 4).

Written opinion by member of the Board of Directors of JSC Russian Grids E. B. Titova attached hereto (Appendix 5).

Written opinion by member of the Board of Directors of JSC Russian Grids P. O. Shatsky attached hereto (Appendix 6). 369

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Written opinion by member of the Board of Directors of JSC Russian Grids G. V. Boos attached hereto (Appendix 7).

S. I. Shmatko

Chairman of the Board of Directors

Yu. V. Goncharov

Secretary of the Board of Directors

500

Date of the Minutes of the Meeting: September __, 2013

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September 23, 2013 No. 135

Moscow

501

The decision of the Board of Directors of JSC Russian Grids was approved by absentee voting (voting by ballot).

The meeting had a quorum.

Agenda:

1. Review of the report of the management organization, JSC FGC UES, for the period from January 1, 2013, to March 31, 2013, on the powers exercised under Agreement for the Transfer of the Powers of JSC Interregional Distribution Grid Companies Holding’s Sole Executive Body No. 1007 of July 10, 2012.

2. Review of the report of the management organization, JSC FGC UES, for the period from April 1, 2013, to June 14, 2013, on the powers exercised under Agreement for the Transfer of the

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Powers of JSC Interregional Distribution Grid Companies Holding’s Sole Executive Body No. 1007 of July 10, 2012.

3. Performance report of the Company’s Management Board for the 2nd quarter of 2013.

4. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of IDGC of Siberia, JSC “Approval of the decision on the Company’s entering into a transaction associated with transferring title to the real property that is capital assets intended for use other than the generation, transmission, dispatching, and distribution of electricity and heat and located at: Omsk Region, Omsk District, Chernoluchinsky, which is a related party transaction.”

5. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the items on the agendas of the general meetings of shareholders of subsidiaries and dependent companies concerning the election of members of the boards of directors of subsidiaries and dependent companies.

6. JSC Russian Grids’s holding a stake in JSC LENENERGO.

502 1. Review of the report of the management organization, JSC FGC UES, for the period from January 1, 2013, to March 31, 2013, on the powers exercised under Agreement for the Transfer of the Powers of JSC Interregional Distribution Grid Companies Holding’s Sole Executive Body No. 1007 of July 10, 2012.

IT WAS RESOLVED AS FOLLOWS:

The report of the management organization, JSC FGC UES, for the period from January 1, 2013, to March 31, 2013, on the powers exercised under Agreement for the Transfer of the Powers of JSC Interregional Distribution Grid Companies Holding’s Sole Executive Body No. 1007 of July 10, 2012, shall be approved (Appendix 1).

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

V. M. Kravchenko and D. S. Morozov “Abstained.”

Approved by a majority of votes.

2. Review of the report of the management organization, JSC FGC UES, for the period from April 1, 2013, to June 14, 2013, on the powers exercised under Agreement for the Transfer of the

372

Powers of JSC Interregional Distribution Grid Companies Holding’s Sole Executive Body No. 1007 of July 10, 2012.

IT WAS RESOLVED AS FOLLOWS:

The report of the management organization, JSC FGC UES, for the period from April 1, 2013, to June 14, 2013, on the powers exercised under Agreement for the Transfer of the Powers of JSC Interregional Distribution Grid Companies Holding’s Sole Executive Body No. 1007 of July 10, 2012, shall be approved (Appendix 2).

D. S. Morozov “Abstained.”

Approved by a majority of votes.

3. Performance report of the Company’s Management Board for the 2nd quarter of 2013. 503

IT WAS RESOLVED AS FOLLOWS:

3.1. Note shall be taken of the performance report of the Company’s Management Board for the 2nd quarter of 2013 (Appendix 3).

3.2. Note shall be taken of the action plan of the Company’s Management Board for the 3rd quarter of 2013 (Appendix 4).

D. S. Morozov “Abstained.”

Approved by a majority of votes.

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dispatching, and distribution of electricity and heat and located at: Omsk Region, Omsk District, Chernoluchinsky, which is a related party transaction.”

IT WAS RESOLVED AS FOLLOWS:

Concerning the item on the agenda of the meeting of the Board of Directors of IDGC of Siberia, JSC “Approval of the decision on the Company’s entering into a transaction associated with transferring title to the real property that is capital assets intended for use other than the generation, transmission, dispatching, and distribution of electricity and heat and located at: Omsk Region, Omsk District, Chernoluchinsky, which is a related party transaction,” representatives of JSC Russian Grids shall be instructed to vote “For” the approval of the decision subject to the following terms and conditions:

- composition of the transferred property (Appendix 5);

- book (residual) value of the transferred property: seven million, eight hundred eighty-five thousand, eight hundred twenty (7,885,820) rubles and 47 kopecks;

- transfer price determined by the Board of Directors of OAO Sotssfera on the basis of an independent appraisal made by ZAO Siberian Center for Pricing in Construction, Industry and Energy, not to exceed the results of the independent appraisal: twenty-one million, eight hundred 504 sixty-three thousand, forty (21,863,040) rubles and 00 kopecks;

- payment terms for the property: the property is transferred upon the terms and conditions of the transactions as payment for twenty-four thousand, seven hundred four (24,704) additionally placed shares in OAO Sotssfera;

- parties to the transaction:

IDGC of Siberia, JSC as the Company; OAO Sotssfera as the Issuer;

- the Company transfers to the Issuer the property specified in Appendix 5, and the Issuer accepts the property and transfers to the Company twenty-four thousand, seven hundred four (24,704) additional shares in the Issuer at the offering price determined by the Board of Directors of the Issuer as eight hundred eighty-five (885) rubles per share;

- transaction price: twenty-one million, eight hundred sixty-three thousand, forty (21,863,040) rubles and 00 kopecks;

- payment procedure (period) for the transferred property: in accordance with the laws of the Russian Federation.

S. I. Shmatko, S. O. Ashirov, O. M. Budargin, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

B. I. Ayuyev and G. V. Boos “Abstained.”

V. M. Kravchenko did not participate in the voting. 374

Approved by a majority of votes.

IT WAS RESOLVED AS FOLLOWS:

In voting on the items on the agendas of the extraordinary general meetings of shareholders of subsidiaries and dependent companies “Election of members of the Board of Directors of the Company,” representatives of JSC Russian Grids shall be instructed to ensure that the maximal number of representatives of JSC Russian Grids will be elected to the boards of directors of subsidiaries and dependent companies from among the nominees specified in Appendix 6 hereto according to the size of the stake held by JSC Russian Grids in the authorized capital of the relevant subsidiaries and dependent companies.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin, V. M. Kravchenko, D. 505 S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

S. Remes “Abstained.”

Approved by a majority of votes.

6. JSC Russian Grids’s holding a stake in JSC LENENERGO.

IT WAS RESOLVED AS FOLLOWS:

JSC Russian Grids’s holding a stake in JSC LENENERGO through the acquisition of at most five hundred twenty-seven million, six hundred thousand, seven hundred six (527,600,706) additional uncertificated registered ordinary shares in JSC LENENERGO at the price of six (6) rubles and 06 kopecks per share determined by the Board of Directors of JSC LENENERGO on April 29, 2013, (Minutes of the Meeting No. 31 of May 6, 2013) shall be approved in the total amount not to exceed three billion, one hundred ninety-seven million, two hundred sixty thousand, two hundred seventy-eight (3,197,260,278) rubles and 36 kopecks, including:

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- four hundred ninety-five million, forty-nine thousand, five hundred five (495,049,505) shares in the total amount of three billion (3,000,000,000) rubles and 30 kopecks by virtue of the exercise of the preemptive right; and

- at most thirty-two million, five hundred fifty-one thousand, two hundred one (32,551,201) shares in the total amount not to exceed one hundred ninety-seven million, two hundred sixty thousand, two hundred seventy-eight (197,260,278) rubles and 6 kopecks to be placed after the expiration of the preemptive right period.

The funds received by JSC LENENERGO in accordance with the agreements for the acquisition of additional ordinary shares in JSC LENENERGO between JSC Russian Grids and JSC LENENERGO shall be used by JSC LENENERGO to implement the program for renewing a cable network rated 6–110 kV in Saint Petersburg.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

S. Remes “Abstained.”

Approved by a majority of votes.

506 Ballots attached.

Dissenting opinion by V. M. Kravchenko attached.

S. I. Shmatko

Chairman of the Board of Directors

Yu. V. Goncharov

Secretary of the Board of Directors

Date of the Minutes of the Meeting: September 24, 2013

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of the Meeting of the Board of Directors

October 3, 2013 No. 136

Moscow

507

The decision of the Board of Directors of JSC Russian Grids was approved by absentee voting (voting by ballot).

The following members of the Board of Directors participated in the voting: S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. B. Titova, E. Ferlenghi, and A. N. Shishkin.

G. V. Boos and P. O. Shatsky did not participate in the voting.

The meeting had a quorum.

Agenda:

1. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of JSC FGC UES “Approval of the agenda of the Extraordinary General Meeting of Shareholders of JSC FGC UES.”

2. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of JSC FGC UES “Approval of the agenda of the Extraordinary General Meeting of Shareholders of JSC FGC UES.”

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IT WAS RESOLVED AS FOLLOWS:

Concerning the item on the agenda of the meeting of the Board of Directors of JSC FGC UES “Approval of the agenda of the Extraordinary General Meeting of Shareholders of JSC FGC UES,” representatives of JSC Russian Grids on the Board of Directors of JSC FGC UES shall be instructed to vote “For” the approval of the following agenda of the Extraordinary General Meeting of Shareholders:

1. Early termination of the powers of the Chairman of the Company’s Management Board.

2. Election of the Chairman of the Company’s Management Board.

3. Election of the members of the Company’s Internal Audit Commission (Internal Auditor).

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. B. Titova, E. Ferlenghi, and A. N. Shishkin voted “For.”

Approved unanimously.

Ballots attached.

508 Dissenting opinion by V. M. Kravchenko attached.

S. I. Shmatko

Chairman of the Board of Directors

Yu. V. Goncharov

Secretary of the Board of Directors

Date of the Minutes of the Meeting: October __, 2013

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M I N U T E S of the Meeting of the Board of Directors

October 21, 2013 No. 137

Moscow

509

The decision of the Board of Directors of JSC Russian Grids was approved by absentee voting (voting by ballot). The following members of the Board of Directors participated in the voting:

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin, V. M. Kravchenko,

D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. Ferlenghi,

A. N. Shishkin.

E. B. Titova, and P. O. Shatsky did not participate in the voting,

The meeting had a quorum.

Agenda: 1. Review of the report on the implementation of the consolidated investment program of JSC Russian Grids for the 2nd quarter of 2013.

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2. Report on the implementation of the business plans of subsidiaries and dependent companies (SDCs) of JSC Russian Grids and the JSC Russian Grids Budget for the 1st half of 2013.

3. Performance report of the Company’s Management Board for the 3rd quarter of 2013.

4. Issues related to the committees of the Board of Directors of JSC Russian Grids.

1. Review of the report on the implementation of the consolidated investment program of JSC Russian Grids for the 2nd quarter of 2013.

IT WAS RESOLVED AS FOLLOWS:

Note shall be taken of the report on the implementation of the consolidated investment program of JSC Russian Grids for the 2nd quarter of 2013 (Appendix 1).

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin, V. M. Kravchenko, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. Ferlenghi, and 510 A. N. Shishkin voted “For.” D. S. Morozov “Abstained.”

Approved by a majority of votes.

2. Report on the implementation of the business plans of subsidiaries and dependent companies (SDCs) of JSC Russian Grids and the JSC Russian Grids Budget for the 1st half of 2013.

IT WAS RESOLVED AS FOLLOWS:

The report on the implementation of the business plans of subsidiaries and dependent companies (SDCs) of JSC Russian Grids and the JSC Russian Grids Budget for the 1st half of 2013 shall be approved (Appendix 2).

S. I. Shmatko, B. I. Ayuyev, G. V. Boos, O. M. Budargin, A. Ye. Murov, V. V. Nikonov, E. Ferlenghi, and A. N. Shishkin voted “For.”

S. O. Ashirov, V. M. Kravchenko, D. S. Morozov, M. V. Ochirova, S. Remes “Abstained.”

Approved by a majority of votes.

380

3. Performance report of the Company’s Management Board for the 3rd quarter of 2013.

IT WAS RESOLVED AS FOLLOWS:

3.1. Note shall be taken of the performance report of the Company’s Management Board for the 3rd quarter of 2013 (Appendix 3).

3.2. Note shall be taken of the action plan of the Company’s Management Board for the 4th quarter of 2013 (Appendix 4).

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. Ferlenghi, and A. N. Shishkin voted “For.”

V. M. Kravchenko and D. S. Morozov “Abstained.”

Approved by a majority of votes.

4. Issues related to the committees of the Board of Directors of JSC Russian Grids. 511

4.1. Election of the members of the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee of the Board of Directors of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

4.1.1. The following persons shall be elected as the members of the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee of the Board of Directors of JSC Russian Grids, composed of 19 people:

- Stanislav Olegovich Ashirov, member of the Board of Directors, JSC Russian Grids, and Director General, OAO Mezhregionenergosbyt;

- Boris Ilyich Ayuyev, member of the Board of Directors, JSC Russian Grids, and Chairman of the Management Board, SO UPS, JSC;

- Valery Sergeyevich Bezzubtsev, Deputy Head of the Federal Service for Environmental, Technological and Nuclear Supervision of the Russian Federation;

- Dan Mikhailovich Belenky, First Deputy Director General for Investment, JSC Russian Grids;

- Roman Nikolaevich Berdnikov, member of the Management Board and First Deputy Director General for Technical Policy, JSC Russian Grids; 381

ROSSETI ANNUAL REPORT 2013

- Dmitry Igorevich Gotlib, Deputy Director General for Sales and Development of Services, JSC Russian Grids;

- Alexander Ivanovich Dybov, Advisor to the Chairman of the Board of Directors, JSC Russian Grids;

- Anatoly Fyodorovich Dyakov, President, Unified Energy Sector of Russia Corporation, and President, NP STC UPS;

- Mikhail Aleksandrovich Kolesnikov, member of the Presidium and Head of the Electric Power Committee, OPORA RUSSIA;

- Irina Yurievna Korobkina, Deputy Head of the Division for Electric Utilities Development and Electric Utilities Marketing, OAO Gazprom;

- Pavel Yurievich Korsunov, Deputy Director General for Innovative Development, JSC Russian Grids;

- Viktor Vasilyevich Kudryavy, Advisor to President, EUROCEMENT Group ZAO;

- Leonid Vladimirovich Mazo, Director General, OJSC CEMC UES;

512 - Andrey Yevgenyevich Murov, member of the Board of Directors, JSC Russian Grids, and First Deputy Chairman of the Management Board, JSC FGC UES;

- Andrey Sergeyevich Naryshkin, Deputy Head of the Administrative Office of the Chairman of the Board of Directors, JSC FGC UES;

- Dmitry Valeryevich Ponomarev;

- Ernesto Ferlenghi, member of the Board of Directors, JSC Russian Grids, and Head of the Eni Representative Office in the Russian Federation and the CIS;

- Tatiana Vladimirovna Fisenko, Director of the Budget Planning and Accounting Department, Ministry of Energy of the Russian Federation;

- Andrey Nikolayevich Shishkin, member of the Board of Directors, JSC Russian Grids, and Vice President, Rosneft.

4.1.2. Boris Ilyich Ayuyev, member of the Board of Directors, JSC Russian Grids, and Chairman of the Management Board, SO UPS, JSC, shall be approved as the Chairman of the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee of the Board of Directors of JSC Russian Grids.

4.1.3. Dan Mikhailovich Belenky, First Deputy Director General for Investment, JSC Russian Grids, shall be approved as the Deputy Chairman of the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee of the Board of Directors of JSC Russian Grids.

382

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko,

D. S. Morozov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. Ferlenghi, A. N. Shishkin voted

“For.”

G. V. Boos “Against”

A. Ye. Murov “Abstained”

Approved by a majority of votes.

4.2. Approval of a restated version of the Regulations for the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee of the Board of Directors of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

4.2.1. A restated version of the Regulations for the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee of the Board of Directors of JSC 513 Russian Grids shall be approved (Appendix 5).

4.2.2. The Regulations for the Investment, Technical Policy, Reliability, Energy Efficiency, and Innovation Committee of the Board of Directors of JSC IDGC Holding approved by the decision adopted by the Board of Directors of JSC MRSK Holding on April 4, 2012, (Minutes of the Meeting No. 78) shall be deemed to cease to be effective.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin,

V. M. Kravchenko, D. S. Morozov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. Ferlenghi,

A. N. Shishkin voted “For.”

A. Ye. Murov “Abstained”

Approved by a majority of votes.

4.3. Election of the members of the Valuation Committee of the Board of Directors of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

4.3.1. The following persons shall be elected as the members of the Valuation Committee of the Board of Directors of JSC Russian Grids, composed of 12 people: 383

ROSSETI ANNUAL REPORT 2013

- Arman Mushegovich Airapetyan, Director of the Property Accounting and Management Department, JSC Russian Grids;

- Anna Alekseyevna Balaeva, Head of the Audit Department of the Division for Organization of Federal Property Valuation, Federal Agency for State Property Management of the Russian Federation;

- Dan Mikhailovich Belenky, First Deputy Director General for Investment, JSC Russian Grids;

- Vladimir Viktorovich Valyagin, Head of the “Sale of Noncore Assets” Project Office, OOO Gazprom Energoholding;

- Yelena Vladimirovna Petrovskaya, General Director, Association of Russian Valuation Masters Self-Regulatory Organization (Nonprofit Partnership);

- Roman Viktorovich Pugachyov, Head of the Finance Department, OAO Mezhregionenergosbyt;

- Seppo Juha Remes, member of the Board of Directors, JSC Russian Grids, and Director General, OOO Kiuru;

- Aleksey Albertovich Sukhov, Deputy Chairman of the Management Board, JSC 514 TSA;

- Svetlana Alekseyevna Tabakova, President, Russian Society of Appraisers;

- Elena Borisovna Titova, member of the Board of Directors, JSC Russian Grids;

- Marina Alekseyevna Fedotova, Deputy Rector, Financial University under the Government of the Russian Federation, and President, SMAO Association of Appraisers (Non- profit Partnership);

- Viktor Korneyevich Yavorsky, member of the Presidium, OPORA RUSSIA All- Russian Public Organization of Small and Medium Business, and Chairman, OOO OSBI- CLASS Audit and Consulting Group.

4.3.2. Dan Mikhailovich Belenky, First Deputy Director General for Investment, JSC Russian Grids, shall be approved as the Chairman of the Valuation Committee of the Board of Directors of JSC Russian Grids.

Members voting “For”: 13.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin,

V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes,

E. Ferlenghi, and A. N. Shishkin voted “For.”

384

Approved by a majority of votes.

4.4. Approval of a restated version of the Regulations for the Valuation Committee of the Board of Directors of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

4.4.1. A restated version of the Regulations for the Valuation Committee of the Board of Directors of JSC Russian Grids shall be approved (Appendix 6).

4.4.2. The Regulations for the Valuation Committee of the Board of Directors of JSC IDGC Holding approved by the decision adopted by the Board of Directors of JSC MRSK Holding on September 8, 2010, (Minutes of the Meeting No. 43) shall be deemed to cease to be effective.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin,

V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes,

E. Ferlenghi, and A. N. Shishkin voted “For.” 515

Approved by a majority of votes.

4.5. Election of the members of the Strategy Committee of the Board of Directors of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

4.5.1. The following persons shall be elected as the members of the Strategy Committee of the Board of Directors of JSC Russian Grids, composed of 15 people:

- Stanislav Olegovich Ashirov, member of the Board of Directors, JSC Russian Grids, and Director General, OAO Mezhregionenergosbyt;

- Roman Nikolaevich Berdnikov, member of the Management Board and First Deputy Director General for Technical Policy, JSC Russian Grids;

- Andrey Aleksandrovich Dyomin, member of the Management Board and First Deputy Director General for Economic Affairs and Finance, JSC Russian Grids;

- Alexander Sergeyevich Kalinin, First Vice President, OPORA RUSSIA All- Russian Public Organization of Small and Medium Business;

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ROSSETI ANNUAL REPORT 2013

- Vyacheslav Mikhailovich Kravchenko, member of the Board of Directors, JSC Russian Grids, and Deputy Minister of Energy of the Russian Federation;

- Yevgeny Nikolayevich Melnik, General Director, CJSC Russian Telecom Equipment Company;

- Andrey Yevgenyevich Murov, member of the Board of Directors, JSC Russian Grids, and First Deputy Chairman of the Management Board, JSC FGC UES;

- Vasily Vladislavovich Nikonov, member of the Board of Directors, JSC Russian Grids, and Director of the Energy Department, Rosneft;

- Seppo Juha Remes, member of the Board of Directors, JSC Russian Grids, and Director General, OOO Kiuru;

- Nikolay Dmitryevich Rogalev, Rector, Moscow Power Engineering Institute (National Research University);

- Alexander Vladimirovich Rogov, Deputy Division Head and Head of Electric Utilities Development of the Division for Electric Utilities Development and Electric Utilities Marketing, OAO Gazprom;

- Pavel Nikolayevich Snikkars, Deputy Chairman of the Management Board, NP 516 Market Council;

- Ernesto Ferlenghi, member of the Board of Directors, JSC Russian Grids, and Head of the Eni Representative Office in the Russian Federation and the CIS;

- Pavel Viktorovich Shpilevoy, Director of the Department for State Regulation of Tariffs, Infrastructural Reforms and Energy Efficiency, Ministry of Economic Development of the Russian Federation;

- Nikolay Grigoryevich Shulginov, First Deputy Chairman of the Management Board, SO UPS, JSC.

4.5.2. Vyacheslav Mikhailovich Kravchenko, member of the Board of Directors, JSC Russian Grids, and Deputy Minister of Energy of the Russian Federation, shall be approved as the Chairman of the Strategy Committee of the Board of Directors of JSC Russian Grids.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin,

V. M. Kravchenko, D. S. Morozov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. Ferlenghi,

A. N. Shishkin voted “For.”

A. Ye. Murov “Abstained”

Approved by a majority of votes.

386

4.6. Approval of a restated version of the Regulations for the Strategy Committee of the Board of Directors of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

4.6.1. A restated version of the Regulations for the Strategy Committee of the Board of Directors of JSC Russian Grids shall be approved (Appendix 7).

4.6.2. The Regulations for the Strategy Committee of the Board of Directors of JSC IDGC Holding approved by the decision adopted by the Board of Directors of JSC MRSK Holding on March 29, 2011, (Minutes of the Meeting No. 55) shall be deemed to cease to be effective.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin,

V. M. Kravchenko, D. S. Morozov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. Ferlenghi,

A. N. Shishkin voted “For.”

A. Ye. Murov “Abstained” 517

Approved by a majority of votes.

4.7. Election of the members of the Nomination and Remuneration Committee of the Board of Directors of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

4.7.1. The following persons shall be elected as the members of the Nomination and Remuneration Committee of the Board of Directors of JSC Russian Grids, composed of 5 people:

- Boris Ilyich Ayuyev, member of the Board of Directors, JSC Russian Grids, and Chairman of the Management Board, SO UPS, JSC;

- Vasily Vladislavovich Nikonov, member of the Board of Directors, JSC Russian Grids, and Director of the Energy Department, Rosneft;

- Maria Valerievna Ochirova, member of the Board of Directors, JSC Russian Grids, and Director of the Corporate Department, MMC Norilsk Nickel;

- Elena Borisovna Titova, member of the Board of Directors, JSC Russian Grids;

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ROSSETI ANNUAL REPORT 2013

- Pavel Olegovich Shatsky, member of the Board of Directors, JSC Russian Grids, and First Deputy Director General, OOO Gazprom Energoholding.

4.7.2. Maria Valerievna Ochirova, member of the Board of Directors, JSC Russian Grids, and Director of the Corporate Department, MMC Norilsk Nickel, shall be elected as the Chairperson of the Nomination and Remuneration Committee of the Board of Directors of JSC Russian Grids.

S. I. Shmatko, S. O. Ashirov, G. V. Boos, O. M. Budargin, V. M. Kravchenko,

D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. Ferlenghi, and

A. N. Shishkin voted “For.”

B. I. Ayuyev “Against”.

Approved by a majority of votes.

4.8. Approval of a restated version of the Regulations for the Nomination and Remuneration Committee of the Board of Directors of JSC Russian Grids. 518

IT WAS RESOLVED AS FOLLOWS:

4.8.1. A restated version of the Regulations for the Nomination and Remuneration Committee of the Board of Directors of JSC Russian Grids shall be approved (Appendix 8).

4.8.2. The Regulations for the Nomination and Remuneration Committee of the Board of Directors of JSC IDGC Holding approved by the decision adopted by the Board of Directors of JSC MRSK Holding on September 8, 2010, (Minutes of the Meeting No. 43) shall be deemed to cease to be effective.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin,

V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes,

E. Ferlenghi, and A. N. Shishkin voted “For.”

Approved by a majority of votes.

4.9. Election of the members of the Audit Committee of the Board of Directors of JSC Russian Grids.

388

IT WAS RESOLVED AS FOLLOWS:

4.9.1. The following persons shall be elected as the members of the Audit Committee of the Board of Directors of JSC Russian Grids, composed of 5 people:

- Stanislav Olegovich Ashirov, member of the Board of Directors, JSC Russian Grids, and Director General, OAO Mezhregionenergosbyt;

- Vasily Vladislavovich Nikonov, member of the Board of Directors, JSC Russian Grids, and Director of the Energy Department, Rosneft;

- Maria Valerievna Ochirova, member of the Board of Directors, JSC Russian Grids, and Director of the Corporate Department, MMC Norilsk Nickel;

- Seppo Juha Remes, member of the Board of Directors, JSC Russian Grids, and Director General, OOO Kiuru;

- Elena Borisovna Titova, member of the Board of Directors, JSC Russian Grids.

4.9.2. Seppo Juha Remes, member of the Board of Directors, JSC Russian Grids, and Director General, OOO Kiuru, shall be approved as the Chairman of the Audit Committee of the Board of Directors of JSC Russian Grids.

519 S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin,

V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes,

E. Ferlenghi, and A. N. Shishkin voted “For.”

Approved by a majority of votes.

4.10. Approval of a restated version of the Regulations for the Audit Committee of the Board of Directors of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

4.10.1. A restated version of the Regulations for the Audit Committee of the Board of Directors of JSC Russian Grids shall be approved (Appendix 9).

4.10.2. The Regulations for the Audit Committee of the Board of Directors of JSC IDGC Holding approved by the decision adopted by the Board of Directors of JSC MRSK Holding on December 29, 2011, (Minutes of the Meeting No. 72) shall be deemed to cease to be effective.

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ROSSETI ANNUAL REPORT 2013

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin,

V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes,

E. Ferlenghi, and A. N. Shishkin voted “For.”

Approved by a majority of votes.

4.11. Election of the members of the Society, Customer, and Government Relations and Information Policy Committee of the Board of Directors of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

4.11.1. The following persons shall be elected as the members of the Society, Customer, and Government Relations and Information Policy Committee of the Board of Directors of JSC Russian Grids, composed of 14 people:

- Dmitry Alekseyevich Bobkov, Director of the Department for Information Policy and Public Relations, JSC Russian Grids; 520 - Georgy Valentinovich Boos, member of the Board of Directors, JSC Russian Grids, and President, Boos Lighting Group Management Company;

- Irina Feliksovna Esipova, General Director, Center for Communication Development in the Energy Sector;

- Andrey Vitalyevich Ilyashenko, Chairman of the Management Board, Regional Media Network (Nonprofit Partnership), and analyst, Voice of Russia;

- Alexander Sergeyevich Kalinin, First Vice President, OPORA RUSSIA All- Russian Public Organization of Small and Medium Business;

- Pyotr Andreyevich Kiryan, Editor-in-Chief, RBC Daily;

- Dmitry Aleksandrovich Klokov, Director of External Communications, JSC FGC UES;

- Valentin Yefimovich Mezhevich, Deputy Director General for Strategic Communications, JSC Russian Grids;

- Andrey Yakovlevich Reznichenko, Editor-in-Chief, RIA Science;

- Seppo Juha Remes, member of the Board of Directors, JSC Russian Grids, and Director General, OOO Kiuru;

- Nikolay Dmitryevich Rogalev, Rector, Moscow Power Engineering Institute (National Research University);

390

- Valery Ivanovich Salygin, Director, International Institute of Energy Policy and Diplomacy of the Moscow State Institute of International Relations (University) of the Ministry of Foreign Affairs of the Russian Federation;

- Ernesto Ferlenghi, member of the Board of Directors, JSC Russian Grids, and Head of the Eni Representative Office in the Russian Federation and the CIS;

- Alexander Aleksandrovich Khurudzhi, Chairman of the Management Board, Nonprofit Partnership of Territorial Grid Organizations.

4.11.2. Valentin Yefimovich Mezhevich, Deputy Director General for Strategic Communications, JSC Russian Grids, shall be approved as the Chairman of the Society, Customer, and Government Relations and Information Policy Committee of the Board of Directors of JSC Russian Grids.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko,

D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. Ferlenghi, and

A. N. Shishkin voted “For.”

521 G. V. Boos “Against”.

Approved by a majority of votes.

4.12. Approval of a restated version of the Regulations for the Society, Customer, and Government Relations and Information Policy Committee of the Board of Directors of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

4.12.1. A restated version of the Regulations for the Society, Customer, and Government Relations and Information Policy Committee of the Board of Directors of JSC Russian Grids shall be approved (Appendix 10).

4.12.2. The Regulations for the Society, Customer, and Government Relations and Information Policy Committee of the Board of Directors of JSC IDGC Holding approved by the decision adopted by the Board of Directors of JSC MRSK Holding on April 4, 2012, (Minutes of the Meeting No. 78) shall be deemed to cease to be effective.

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S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, G. V. Boos, O. M. Budargin,

V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes,

E. Ferlenghi, and A. N. Shishkin voted “For.”

Approved by a majority of votes.

Ballots attached.

S. I. Shmatko Chairman of the Board of Directors

522 Yu. V. Goncharov Secretary of the Board of Directors

Date of the Minutes of the Meeting: October 23, 2013

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October 23, 2013 No. 138

Moscow

Chairman of the Board of Directors of JSC Russian Grids S. I. Shmatko

Present were: 523 - members of the Board of Directors: S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, A. Ye. Murov, V. V. Nikonov, S. Remes, E. B. Titova, and E. Ferlenghi;

- members of the Board of Directors D. S. Morozov, M. V. Ochirova, and A. N. Shishkin provided their written opinions on the items on the agenda of the meeting;

- responsible officers of JSC Russian Grids:

R. N. Berdnikov, A. A. Dyomin, S. A. Arkhipov, Yu. V. Goncharov, D. I. Gotlib, S. V. Sergeyev, D. A. Bobkov, A. P. Nikolin, A. V. Rakov, V. V. Toshchenko, V. N. Fedorov, A. A. Ozherelyev, A. A. Zakharov, and I. N. Sukharnikova;

- Deputy Director General for Technical Affairs and Chief Engineer of Kubanenergo P. V. Zinchenko;

- Director General of South MES, a branch of JSC FGC UES, A. V. Solod;

- Advisor to V. M. Kravchenko, a member of the Board of Directors, A. Yu. Malyshev.

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Of the 15 elected members of the Board of Directors of JSC Russian Grids, 10 attended the meeting. Three members of the Board of Directors sent their written opinions.

The meeting of the Board of Directors of JSC Russian Grids had a quorum.

Agenda

1. Review of the report on progress in implementing the Olympic Games projects.

2. Review of the Regulations for the Uniform Technical Policy in the Electric Grids of JSC Russian Grids.

3. Target-oriented organization of energy retail operations in the Russian Grids Group, including in the North Caucasus and the Chechen Republic.

4. Results of the supplier of last resort functions performed by subsidiaries and dependent companies of JSC Russian Grids.

524

1. THE FOLLOWING PERSON WAS HEARD:

S. V. Sergeyev

Review of the report on progress in implementing the Olympic Games projects.

THE FOLLOWING PERSONS REPORTED:

S. I. Shmatko, S. O. Ashirov, S. Remes, O. M. Budargin, A. Ye. Murov, B. I. Ayuyev, P. V. Zinchenko, E. B. Titova, E. Ferlenghi, and V. V. Nikonov

IT WAS RESOLVED AS FOLLOWS:

1.1. Note shall be taken of information on progress in implementing the Olympic Games projects as of September 30, 2013 (Appendix 1).

1.2. The Director General of the Company shall ensure supervision over the unconditional implementation by JSC FGC UES and Kubanenergo of the measures contained in the Construction Schedule for Olympic Games Sites in 2013.

Approved unanimously.

FOR THE RECORD ONLY:

The Director General of JSC Russian Grids shall be instructed to:

1. Inform members of the Board of Directors of JSC Russian Grids on actual progress in the construction, precommissioning, and commissioning of the following electric grid facilities:

• Cable and overhead lines (110 kV) to supply power from Sochi TPP to Khosta Substation (design and survey work, construction);

• Overhead lines (110 kV) to supply power from Sochi TPP to Vereshchaginskaya Substation, from Vereshchaginskaya Substation to Dagomys Substation (design and survey work, rehabilitation);

• Overhead lines (110 kV) to supply power from Sochi TPP to Sochi Substation, from Sochi Substation to Pasechnaya Substation, from Pasechnaya Substation to Dagomys Substation (design and survey work, rehabilitation);

• Overhead lines (110 kV) from Psou Substation to Adler Substation, from Adler Substation to Kudepsta Substation, from Kudepsta Substation to Khosta Substation (design and 525 survey work, rehabilitation).

Deadline: November 15, 2013

2. Submit for consideration by a meeting of the Board of Directors of JSC Russian Grids information concerning “Functioning (operation) of electric power facilities, including power supply risk analysis for the Olympic Games sites falling within the responsibility of JSC Russian Grids.”

Deadline: December 2013

2. THE FOLLOWING PERSON WAS HEARD:

R. N. Berdnikov

Review of the Regulations for the Uniform Technical Policy in the Electric Grids of JSC Russian Grids.

THE FOLLOWING PERSONS REPORTED:

S. I. Shmatko, S. O. Ashirov, S. Remes, A. Ye. Murov, E. Ferlenghi, B. I. Ayuyev, and O. M. Budargin

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IT WAS RESOLVED AS FOLLOWS:

2.1. A restated version of the Regulations for the Uniform Technical Policy in the Electric Grids of JSC Russian Grids (hereinafter, the “Regulations”) shall be approved (Appendix 2).

2.2. The Regulations for the Uniform Technical Policy of JSC IDGC Holding in the Distribution Grid Sector approved by the decision adopted by the Board of Directors of the Company on October 7, 2011, (Minutes of the Meeting No. 64) shall be deemed to cease to be effective from the date of this decision.

2.3. The Director General of the Company shall be instructed to ensure (with the requisite corporate procedures) that the Regulations will be implemented as the common document defining the main technical development areas of subsidiaries and dependent companies of JSC Russian Grids.

2.4. The Director General of the Company shall be instructed to ensure the development of measures to implement the technical policy.

Approved unanimously. 526

FOR THE RECORD ONLY:

1. The Director General of the Company shall, based on the results of implementing the Regulations for the Uniform Technical Policy in the Electric Grids of JSC Russian Grids in subsidiaries and dependent companies of JSC Russian Grids, ensure that proposals for the Regulations will be collected and consolidated in order to update the Regulations subsequently.

3. THE FOLLOWING PERSON WAS HEARD:

D. I. Gotlib

Target-oriented organization of energy retail operations in the Russian Grids Group, including in the North Caucasus and the Chechen Republic.

THE FOLLOWING PERSONS REPORTED:

S. I. Shmatko, S. O. Ashirov, E. Ferlenghi, O. M. Budargin, A. Ye. Murov, E. B. Titova, V. V. Nikonov, S. Remes, and B. I. Ayuyev

396

IT WAS RESOLVED AS FOLLOWS:

3.1. Note shall be taken of information on the target-oriented organization of energy retail operations in the Russian Grids Group, including in the North Caucasus and the Chechen Republic (Appendix 3).

3.2. The Strategy Committee of the Board of Directors of JSC Russian Grids shall, within a period of one month, review the Concept of the Organization of Energy Retail Operations in the Russian Grids Group, Including in the North Caucasus and the Chechen Republic.

Approved unanimously.

4. THE FOLLOWING PERSON WAS HEARD:

D. I. Gotlib 527 Results of the supplier of last resort functions performed by subsidiaries and dependent companies of JSC Russian Grids.

THE FOLLOWING PERSON REPORTED:

S. I. Shmatko

IT WAS RESOLVED AS FOLLOWS:

4.1. Note shall be taken of information on the results of the supplier of last resort functions performed by subsidiaries and dependent companies of JSC Russian Grids engaged in electricity transmission and distribution for the 1st half of 2013 (Appendix 4).

4.2. Special note shall be taken of the effective efforts to restore payment discipline as part of the supplier of last resort functions performed by subsidiaries and dependent companies of JSC Russian Grids in 11 constituent entities of the Russian Federation in the 1st half of 2013.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. B. Titova, E. Ferlenghi, and A. N. Shishkin voted “For.”

V. M. Kravchenko “Abstained.”

Approved by a majority of votes.

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FOR THE RECORD ONLY:

1. It shall be recommended that management of JSC Russian Grids submit to federal executive authorities, including the Ministry of Energy of the Russian Federation, the Ministry of Economic Development of the Russian Federation, Federal Antimonopoly Service of the Russian Federation, and the Federal Tariff Service of the Russian Federation, a report on the results of the supplier of last resort functions performed by subsidiaries and dependent companies of JSC Russian Grids.

Written opinion by member of the Board of Directors of JSC Russian Grids D. S. Morozov attached hereto (Appendix 5).

Written opinion by member of the Board of Directors of JSC Russian Grids M. V. Ochirova attached hereto (Appendix 6).

Written opinion by member of the Board of Directors of JSC Russian Grids A. N. Shishkin attached hereto (Appendix 7).

528 S. I. Shmatko

Chairman of the Board of Directors

Yu. V. Goncharov

Secretary of the Board of Directors

Date of the Minutes of the Meeting: October 25, 2013

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November 12, 2013 No. 139 529

Moscow

The decision of the Board of Directors of JSC Russian Grids was approved by absentee voting (voting by ballot).

The following members of the Board of Directors participated in the voting: S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, M. V. Ochirova, S. Remes, E. B. Titova, and E. Ferlenghi.

G. V. Boos, A. Ye. Murov, V. V. Nikonov, P. O. Shatsky, and A. N. Shishkin did not participate in the voting.

The meeting had a quorum.

Agenda:

1. Termination of the powers of members of the Management Board of JSC Russian Grids and the election of members of the Management Board of JSC Russian Grids.

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1. Termination of the powers of members of the Management Board of JSC Russian Grids and the election of members of the Management Board of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

1.1. The powers of the following persons as members of the Management Board of JSC Russian Grids shall be terminated:

- Aleksey Vladimirovich Demidov;

- Andrey Yevgenyevich Murov.

1.2. The following persons shall be elected to the Management Board of JSC Russian Grids:

- Dan Mikhailovich Belenky, First Deputy Director General for Investment, JSC Russian Grids;

- Valentin Yefimovich Mezhevich, Deputy Director General for Strategic Communications, JSC Russian Grids.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, M. V. Ochirova, S. Remes, E. B. Titova, and E. Ferlenghi voted “For.”

530 D. S. Morozov “Abstained.”

Approved by a majority of votes.

Ballots attached.

S. I. Shmatko

Chairman of the Board of Directors

Yu. V. Goncharov

Secretary of the Board of Directors

Date of the Minutes of the Meeting: November 12, 2013

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November 12, 2013 No. 140

Moscow 531

The decision of the Board of Directors of JSC Russian Grids was approved by absentee voting (voting by ballot).

The following members of the Board of Directors participated in the voting: S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, S. Remes, E. B. Titova, E. Ferlenghi, and A. N. Shishkin.

G. V. Boos, M. V. Ochirova, and P. O. Shatsky did not participate in the voting.

The meeting had a quorum.

Agenda:

1. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of JSC FGC UES “Increase in the authorized capital of JSC FGC UES by means of the placement of additional shares.”

2. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of JSC FGC UES “Increase in the authorized capital of JSC FGC UES by means of the placement of additional shares.”

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IT WAS RESOLVED AS FOLLOWS:

Concerning the item on the agenda of the meeting of the Board of Directors of JSC FGC UES “Increase in the authorized capital of JSC FGC UES by means of the placement of additional shares,” representatives of JSC Russian Grids shall be instructed to vote “For” the following decision:

The authorized capital of JSC FGC UES shall be increased by means of the placement of nine billion, four hundred thirty-one million, three hundred ninety-nine thousand, seven hundred seventy-three (9,431,399,773) additional registered ordinary shares, each with a par value of fifty (50) kopecks, with the total par value of four billion, seven hundred fifteen million, six hundred ninety-nine thousand, eight hundred eighty-six (4,715,699,886) rubles and 50 kopecks.

Placement method: public offering.

The offering price, including with respect to the persons having the preemptive right to acquire placed additional shares, will be set by the Board of Directors of JSC FGC UES in accordance with Articles 36 and 77 of Federal Law No. 208 FZ of December 26, 1995, “On Joint-Stock Companies” on or prior to the start date of the placement of additional shares in an amount that shall not be lower than their par value.

Method of payment for shares: cash. 532 Payment procedure for shares: payment for shares is made in full at the time of the placement.

Preemptive right to acquire additional shares: all shareholders of JSC FGC UES shall have the preemptive right to acquire the quantity of placed additional shares in proportion to the quantity of JSC FGC UES’s registered ordinary shares that they hold. The list of the persons having the preemptive right to acquire additional shares is made according to the information in the shareholder register as of the date of the decision adopted by the Board of Directors of JSC FGC UES whereby additional shares are placed.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, A. Ye. Murov, V. V. Nikonov, S. Remes, E. B. Titova, E. Ferlenghi, and A. N. Shishkin voted “For.”

D. S. Morozov “Abstained.”

Approved by a majority of votes.

Ballots attached.

S. I. Shmatko

Chairman of the Board of Directors

402

Yu. V. Goncharov

Secretary of the Board of Directors

Date of the Minutes of the Meeting: November 12, 2013

533

403

ROSSETI ANNUAL REPORT 2013

M I N U T E S

of the Meeting of the Board of Directors

December 13, 2013 No. 141

Moscow

The decision of the Board of Directors of JSC Russian Grids was approved by absentee voting (voting by ballot).

534 The following members of the Board of Directors participated in the voting: S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin.

G. V. Boos did not participate in the voting.

The meeting had a quorum.

Agenda:

1. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of IDGC of Center and Volga Region, JSC “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the real property that is capital assets intended for use other than the generation, transmission, dispatching, and distribution of electricity and heat, namely the former building of the Peter and Paul Church located at: Ivanovo Region, Plyos, ul. Gora Levitana.”

2. Approval of the budgets of the committees of the Board of Directors of JSC Russian Grids for the period until the end of 2013.

3. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of JSC MOESK: “Tentative 404

approval of the decision on the Company’s entering into a transaction associated with transferring title to the Company’s property that is capital assets intended for the generation, transmission, dispatching, and distribution of electricity and heat between JSC MOESK and JSC FGC UES, which is a related party transaction.”

4. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of JSC MOESK: “Tentative approval of the decision on the Company’s entering into a transaction associated with acquiring the property that is capital assets intended for the generation, transmission, dispatching, and distribution of electricity, namely the electric grid facilities of Dvoriki 110/10kV Substation No. 300.”

5. Approval of the agreements for fee-based technical supervision services between JSC Russian Grids and electric grid companies, which are related party transactions.

6. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the items on the agendas of the meetings of the boards of directors and the general meetings of shareholders of subsidiaries and dependent companies of JSC Russian Grids.

7. Review of the report on the conducted public technological and price audit of investment projects of JSC Russian Grids subsidiaries and dependent companies.

535 1. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of IDGC of Center and Volga Region, JSC “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the real property that is capital assets intended for use other than the generation, transmission, dispatching, and distribution of electricity and heat, namely the former building of the Peter and Paul Church located at: Ivanovo Region, Plyos, ul. Gora Levitana.”

IT WAS RESOLVED AS FOLLOWS:

Concerning the item on the agenda of the meeting of the Board of Directors of IDGC of Center and Volga Region, JSC “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the real property that is capital assets intended for use other than the generation, transmission, dispatching, and distribution of electricity and heat, namely the former building of the Peter and Paul Church located at: Ivanovo Region, Plyos, ul. Gora Levitana,” representatives of JSC Russian Grids shall be instructed to vote “For” the approval of the Company’s entering into the transaction subject to the following material terms and conditions:

- transferred property: former building of the Peter and Paul Church, designated purpose: nonresidential building, number of stories: 1 (number of underground stories: 0), total area: 120.1 square meters, address: Ivanovo Region, Plyos, ul. Gora Levitana, cadastral (or identification) number: 37:13:020107:152; 405

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- book (residual) value of the transferred property as at July 1, 2013: one hundred fourteen thousand, six hundred fifty-four (114,654) rubles and 32 kopecks;

- transfer method: transfer of property without compensation to the ownership of the Ivanovo- Voznesenskaya Eparchy of the Russian Orthodox Church (Moscow Patriarchate).

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. B. Titova, P. O. Shatsky, and A. N. Shishkin voted “For.”

E. Ferlenghi “Abstained.”

Approved by a majority of votes.

2. Approval of the budgets of the committees of the Board of Directors of JSC Russian Grids for the period until the end of 2013.

IT WAS RESOLVED AS FOLLOWS:

2.1. The budget of the Investment, Technical Policy, Reliability, Energy Efficiency, and 536 Innovation Committee of the Board of Directors of JSC Russian Grids shall be approved in the amount of two million, four hundred forty-one thousand, seven hundred three (2,441,703) rubles and 00 kopecks for the period from April 1, 2013, to December 31, 2013 (Appendix 1).

2.2. The budget of the Strategy Committee of the Board of Directors of JSC Russian Grids shall be approved in the amount of one million, two hundred forty-four thousand, one hundred sixty (1,244,160) rubles and 00 kopecks for the period from July 1, 2013, to December 31, 2013 (Appendix 2).

2.3. The budget of the Nomination and Remuneration Committee of the Board of Directors of JSC Russian Grids shall be approved in the amount of thirty thousand, four hundred seventy- seven (30,477) rubles and 00 kopecks for the period from April 1, 2013, to December 31, 2013 (Appendix 3).

2.4. The budget of the Valuation Committee of the Board of Directors of JSC Russian Grids shall be approved in the amount of seven hundred sixteen thousand, forty (716,040) rubles and 00 kopecks for the period from July 1, 2013, to December 31, 2013 (Appendix 4).

2.5. The budget of the Society, Customer, and Government Relations and Information Policy Committee of the Board of Directors of JSC Russian Grids shall be approved in the amount of eight hundred forty-six thousand, eight hundred seventy-six (846,876) rubles and 00 kopecks for the period from April 1, 2013, to December 31, 2013 (Appendix 5).

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

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S. Remes “Abstained.”

Approved by a majority of votes.

3. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of JSC MOESK: “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the Company’s property that is capital assets intended for the generation, transmission, dispatching, and distribution of electricity and heat between JSC MOESK and JSC FGC UES, which is a related party transaction.”

IT WAS RESOLVED AS FOLLOWS:

Concerning the item on the agenda of the meeting of the Board of Directors of JSC MOESK: “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the Company’s property that is capital assets intended for the generation, transmission, dispatching, and distribution of electricity and heat between JSC MOESK and JSC FGC UES, which is a related party transaction,” representatives of JSC Russian Grids shall be instructed to vote “For” the approval of the transaction subject to the following terms and 537 conditions:

Composition of the transferred property:

Ochakovo 500kV Substation No. 214, certificate of state registration of title: 77-AN 689890, identification number: 182468, located at: Moscow, ul. Ryabinovaya, vl. 45A, composed of the items specified in Appendix 6 hereto.

Property transfer method:

Through entering into a purchase and sale agreement (hereinafter, the “Agreement”) subject to the following terms and conditions:

Parties to the Agreement:

JSC MOESK as the Seller

JSC FGC UES as the Buyer

Subject matter of the Agreement:

The Seller agrees to transfer to the ownership of the Buyer a facility, namely Ochakovo 500kV Substation No. 214, certificate of state registration of title: 77-AN 689890, identification number: 182468, located at: Moscow, ul. Ryabinovaya, vl. 45A, composed of the property and items specified in Appendix 1 to the Agreement (hereinafter, the “Property”), and the Buyer agrees to accept and pay money for the Property.

Price of the Agreement:

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The price of the Agreement is four hundred eighty-three million, seven hundred fifteen thousand, four hundred thirty-eight (483,715,438) rubles, inclusive of VAT (18%) of seventy-three million, seven hundred eighty-seven thousand, one hundred one (73,787,101) rubles. The price of the Agreement is determined in accordance with Property Market Value Report No. MF-1567 prepared by the Moscow Branch of OOO Institute for Valuation of Ownership and Financial Activities and totals four hundred nine million, nine hundred twenty-eight thousand, three hundred thirty-seven (409,928,337) rubles, exclusive of VAT (18%).

Payment procedure for the transferred Property:

100%, within 30 calendar days after the date when the Parties sign the certificate of delivery and acceptance of the Property.

S. I. Shmatko, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

S. O. Ashirov and S. Remes voted “Against.”

Approved by a majority of votes.

538 4. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of JSC MOESK: “Tentative approval of the decision on the Company’s entering into a transaction associated with acquiring the property that is capital assets intended for the generation, transmission, dispatching, and distribution of electricity, namely the electric grid facilities of Dvoriki 110/10kV Substation No. 300.”

IT WAS RESOLVED AS FOLLOWS:

Concerning the item on the agenda of the meeting of the Board of Directors of JSC MOESK: “Tentative approval of the decision on the Company’s entering into a transaction associated with acquiring the property that is capital assets intended for the generation, transmission, dispatching, and distribution of electricity, namely the electric grid facilities of Dvoriki 110/10kV Substation No. 300,” representatives of JSC Russian Grids shall be instructed to vote “For” the following decision:

The Company’s entering into a transaction associated with acquiring the property that is capital assets intended for the generation, transmission, dispatching, and distribution of electricity, namely the electric grid facilities of Dvoriki 110/10kV Substation No. 300, shall be approved subject to the following material terms and conditions:

Composition and value of the acquired property:

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Real property and movable property of the electric grid facilities of Dvoriki 110/10kV Substation No. 300, located at: Moscow Region, Serpukhov, Moskovskoye shosse, 61, as specified in Appendix 7 hereto.

The market value is determined in accordance with Market Value Appraisal Report No. MF- 1724 of August 30, 2013, prepared by an independent appraiser, OOO Institute for Valuation of Ownership and Financial Activities, and totals two hundred fifty-two million (252,000,000) rubles and 00 kopecks, exclusive of VAT.

Counterparty:

Open Joint Stock Holding Company ELEKTROZAVOD.

Acquisition value: two hundred fifty-two million (252,000,000) rubles and 00 kopecks, exclusive of VAT.

Acquisition method:

Entering into a property purchase and sale agreement.

Property transfer procedure:

Title to the property transfers in accordance with the procedure provided for in the laws of the Russian Federation. 539

S. I. Shmatko, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. B. Titova, and E. Ferlenghi voted “For.”

P. O. Shatsky “Abstained.”

S. O. Ashirov and A. N. Shishkin voted “Against.”

Approved by a majority of votes.

5. Approval of the agreements for fee-based technical supervision services between JSC Russian Grids and electric grid companies, which are related party transactions.

IT WAS RESOLVED AS FOLLOWS:

5.1.1. The price of the services provided by JSC Russian Grids under the agreement for fee- based technical supervision services between JSC Russian Grids and IDGC of North-West, which is a related party transaction, (hereinafter, the “Agreement”) in 2014 shall be twenty-three million, six hundred eighty-one thousand, one hundred seventy-two (23,681,172) rubles and 36 kopecks, inclusive of 18% VAT of three million, six hundred twelve thousand, three hundred eighty-two (3,612,382) rubles and 22 kopecks.

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The price of the services provided by IDGC of North-West for JSC Russian Grids under the Agreement in 2014 shall be one million, four hundred fifty-one thousand, six hundred ninety-six (1,451,696) rubles and 40 kopecks, inclusive of 18% VAT of two hundred twenty-one thousand, four hundred forty-five (221,445) rubles and 21 kopecks.

The total price of the services under the Agreement shall not be 2 or more percent of the book value of JSC Russian Grids’s assets according to its accounting statements as of the latest balance sheet date.

5.1.2. The Agreement, which is a related party transaction, shall be approved subject to the following material terms and conditions:

Parties to the Agreement:

IDGC of North-West as the Customer;

JSC Russian Grids as the Contractor.

Subject matter of the Agreement:

The Customer engages the Contractor, and the Contractor agrees, to exercise technical supervision of electric grid facilities of IDGC of North-West, and the Customer agrees to accept and pay for such services. 540 In order to create the necessary conditions for the work of the Contractor’s personnel directly engaged in providing the services at the Customer’s facilities, the Customer provides the Contractor on a paid basis throughout the term of the Agreement with workplaces (premises) having furniture, computers, office appliances and equipment, communications facilities, fixed communications and Internet services, and office supplies (hereinafter, the “Customer’s services”).

The total period of the services provided under the Agreement is from January 1, 2014, to and including December 31, 2014.

Price of the Agreement:

The price of the Contractor’s services under the Agreement in 2014 is twenty-three million, six hundred eighty-one thousand, one hundred seventy-two (23,681,172) rubles and 36 kopecks, inclusive of 18% VAT of three million, six hundred twelve thousand, three hundred eighty-two (3,612,382) rubles and 22 kopecks.

The price of the Customer’s services provided for the Contractor under the Agreement in 2014 is one million, four hundred fifty-one thousand, six hundred ninety-six (1,451,696) rubles and 40 kopecks, inclusive of 18% VAT of two hundred twenty-one thousand, four hundred forty-five (221,445) rubles and 21 kopecks.

Term of the Agreement:

The Agreement becomes effective as of its execution by both parties and remains in full force and effect until the parties duly perform their respective obligations thereunder. In accordance

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with paragraph 2 of Article 425 of the Civil Code of the Russian Federation, the Agreement retroactively applies to the relationship between the parties that came into existence on January 1, 2014.

If neither party notifies the other party of the termination of the Agreement at least thirty (30) calendar days prior to the last date of the services provided under the Agreement, the period of the services provided under the Agreement is extended for one (1) more calendar year, and the number of such extensions is not limited.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, V. M. Kravchenko, D. S. Morozov, V. V. Nikonov, M. V. Ochirova, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

S. Remes “Abstained.”

O. M. Budargin, failing to be an independent director, and A. Ye. Murov, deemed to be a related party to the transaction and failing to be an independent director, did not participate in the voting.

Approved by a majority of votes of independent directors who were not related parties to the transaction.

5.2.1. The price of the services provided by JSC Russian Grids under the agreement for fee- 541 based technical supervision services between JSC Russian Grids and IDGC of Urals, JSC, which is a related party transaction, (hereinafter, the “Agreement”) in 2014 shall be twenty-two million, two hundred twenty-seven thousand, three hundred seventy-eight (22,227,378) rubles and 84 kopecks, inclusive of 18% VAT of three million, three hundred ninety thousand, six hundred seventeen (3,390,617) rubles and 11 kopecks.

The price of the services provided by IDGC of Urals, JSC for JSC Russian Grids under the Agreement in 2014 shall be one million, nine hundred fifty-four thousand, eighty (1,954,080) rubles and 00 kopecks, inclusive of 18% VAT of two hundred ninety-eight thousand, eighty (298,080) rubles and 00 kopecks.

5.2.2. The Agreement, which is a related party transaction, shall be approved subject to the following material terms and conditions:

Parties to the Agreement:

IDGC of Urals, JSC as the Customer;

JSC Russian Grids as the Contractor.

Subject matter of the Agreement:

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The Customer engages the Contractor, and the Contractor agrees, to exercise technical supervision of electric grid facilities of IDGC of Urals, JSC, and the Customer agrees to accept and pay for such services.

In order to create the necessary conditions for the work of the Contractor’s personnel directly engaged in providing the services at the Customer’s facilities, the Customer provides the Contractor on a paid basis throughout the term of the Agreement with workplaces (premises) having furniture, computers, office appliances and equipment, communications facilities, fixed communications and Internet services, and office supplies (hereinafter, the “Customer’s services”).

The total period of the services provided under the Agreement is from January 1, 2014, to and including December 31, 2014.

Price of the Agreement:

The price of the Contractor’s services under the Agreement in 2014 is twenty-two million, two hundred twenty-seven thousand, three hundred seventy-eight (22,227,378) rubles and 84 kopecks, inclusive of 18% VAT of three million, three hundred ninety thousand, six hundred seventeen (3,390,617) rubles and 11 kopecks.

The price of the Customer’s services provided for the Contractor under the Agreement in 2014 is 542 one million, nine hundred fifty-four thousand, eighty (1,954,080) rubles and 00 kopecks, inclusive of 18% VAT of two hundred ninety-eight thousand, eighty (298,080) rubles and 00 kopecks.

Term of the Agreement:

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, V. M. Kravchenko, D. S. Morozov, V. V. Nikonov, M. V. Ochirova, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

O. M. Budargin and A. Ye. Murov, failing to be independent directors, and S. Remes, deemed to be a related party to the transaction, did not participate in the voting.

Approved unanimously by independent directors who were not related parties to the transaction.

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5.3.1. The price of the services provided by JSC Russian Grids under the agreement for fee- based technical supervision services between JSC Russian Grids and IDGC of Siberia, JSC, which is a related party transaction, (hereinafter, the “Agreement”) in 2014 shall be nineteen million, two hundred fifty-four thousand, five hundred fifty-two (19,254,552) rubles and 72 kopecks, inclusive of 18% VAT of two million, nine hundred thirty-seven thousand, one hundred thirty-five (2,937,135) rubles and 16 kopecks.

The price of the services provided by IDGC of Siberia, JSC for JSC Russian Grids under the Agreement in 2014 shall be nine hundred twenty-eight thousand, fifty-seven (928,057) rubles and 68 kopecks, inclusive of 18% VAT of one hundred forty-one thousand, five hundred sixty- eight (141,568) rubles and 12 kopecks.

5.3.2. The Agreement, which is a related party transaction, shall be approved subject to the following material terms and conditions:

Parties to the Agreement:

IDGC of Siberia, JSC as the Customer; 543 JSC Russian Grids as the Contractor.

Subject matter of the Agreement:

The Customer engages the Contractor, and the Contractor agrees, to exercise technical supervision of electric grid facilities of IDGC of Siberia, JSC, and the Customer agrees to accept and pay for such services.

The total period of the services provided under the Agreement is from January 1, 2014, to and including December 31, 2014.

Price of the Agreement:

The price of the Contractor’s services under the Agreement in 2014 is nineteen million, two hundred fifty-four thousand, five hundred fifty-two (19,254,552) rubles and 72 kopecks, inclusive of 18% VAT of two million, nine hundred thirty-seven thousand, one hundred thirty- five (2,937,135) rubles and 16 kopecks.

The price of the Customer’s services provided for the Contractor under the Agreement in 2014 is nine hundred twenty-eight thousand, fifty-seven (928,057) rubles and 68 kopecks, inclusive of 413

ROSSETI ANNUAL REPORT 2013

18% VAT of one hundred forty-one thousand, five hundred sixty-eight (141,568) rubles and 12 kopecks.

Term of the Agreement:

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, V. M. Kravchenko, D. S. Morozov, V. V. Nikonov, M. V. Ochirova, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

S. Remes “Abstained.”

O. M. Budargin and A. Ye. Murov, failing to be independent directors, did not participate in the voting. 544 Approved by a majority of votes of independent directors who were not related parties to the transaction.

5.4.1. The price of the services provided by JSC Russian Grids under the agreement for fee- based technical supervision services between JSC Russian Grids and IDGC of Volga, JSC, which is a related party transaction, (hereinafter, the “Agreement”) in 2014 shall be twenty-seven million, one hundred sixty-seven thousand, three hundred sixty-six (27,167,366) rubles and 40 kopecks, inclusive of 18% VAT of four million, one hundred forty-four thousand, one hundred seventy-four (4,144,174) rubles and 54 kopecks.

The price of the services provided by IDGC of Volga, JSC for JSC Russian Grids under the Agreement in 2014 shall be one million, two hundred eighty-one thousand, four hundred eighty (1,281,480) rubles and 00 kopecks, inclusive of 18% VAT of one hundred ninety-five thousand, four hundred eighty (195,480) rubles and 00 kopecks.

5.4.2. The Agreement, which is a related party transaction, shall be approved subject to the following material terms and conditions:

Parties to the Agreement:

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IDGC of Volga, JSC as the Customer;

JSC Russian Grids as the Contractor.

Subject matter of the Agreement:

The Customer engages the Contractor, and the Contractor agrees, to exercise technical supervision of electric grid facilities of IDGC of Volga, JSC, and the Customer agrees to accept and pay for such services.

The total period of the services provided under the Agreement is from January 1, 2014, to and including December 31, 2014.

Price of the Agreement:

The price of the Contractor’s services under the Agreement in 2014 is twenty-seven million, one hundred sixty-seven thousand, three hundred sixty-six (27,167,366) rubles and 40 kopecks, 545 inclusive of 18% VAT of four million, one hundred forty-four thousand, one hundred seventy- four (4,144,174) rubles and 54 kopecks.

The price of the Customer’s services provided for the Contractor under the Agreement in 2014 is one million, two hundred eighty-one thousand, four hundred eighty (1,281,480) rubles and 00 kopecks, inclusive of 18% VAT of one hundred ninety-five thousand, four hundred eighty (195,480) rubles and 00 kopecks.

Term of the Agreement:

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, V. M. Kravchenko, D. S. Morozov, V. V. Nikonov, M. V. Ochirova, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

O. M. Budargin and A. Ye. Murov, failing to be independent directors, and S. Remes, deemed to be a related party to the transaction, did not participate in the voting. 415

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Approved unanimously by independent directors who were not related parties to the transaction.

5.5.1. The price of the services provided by JSC Russian Grids under the agreement for fee- based technical supervision services between JSC Russian Grids and JSC Tyumenenergo, which is a related party transaction, (hereinafter, the “Agreement”) in 2014 shall be twenty-one million, one hundred eighty-six thousand, three hundred forty-two (21,186,342) rubles and 72 kopecks, inclusive of 18% VAT of three million, two hundred thirty-one thousand, eight hundred fourteen (3,231,814) rubles and 99 kopecks.

The price of the services provided by JSC Tyumenenergo for JSC Russian Grids under the Agreement in 2014 shall be one million, one hundred seventy-one thousand, six hundred twenty- six (1,171,626) rubles and 72 kopecks, inclusive of 18% VAT of one hundred seventy-eight thousand, seven hundred twenty-two (178,722) rubles and 72 kopecks.

5.5.2. The Agreement, which is a related party transaction, shall be approved subject to the following material terms and conditions: 546 Parties to the Agreement:

JSC Tyumenenergo as the Customer;

JSC Russian Grids as the Contractor.

Subject matter of the Agreement:

The Customer engages the Contractor, and the Contractor agrees, to exercise technical supervision of electric grid facilities of JSC Tyumenenergo, and the Customer agrees to accept and pay for such services.

The total period of the services provided under the Agreement is from January 1, 2014, to and including December 31, 2014.

Price of the Agreement:

The price of the Contractor’s services under the Agreement in 2014 is twenty-one million, one hundred eighty-six thousand, three hundred forty-two (21,186,342) rubles and 72 kopecks,

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inclusive of 18% VAT of three million, two hundred thirty-one thousand, eight hundred fourteen (3,231,814) rubles and 99 kopecks.

The price of the Customer’s services provided for the Contractor under the Agreement in 2014 is one million, one hundred seventy-one thousand, six hundred twenty-six (1,171,626) rubles and 72 kopecks, inclusive of 18% VAT of one hundred seventy-eight thousand, seven hundred twenty-two (178,722) rubles and 72 kopecks.

Term of the Agreement:

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, V. M. Kravchenko, D. S. Morozov, V. V. Nikonov, M. V. Ochirova, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.” 547 S. Remes “Abstained.”

O. M. Budargin and A. Ye. Murov, failing to be independent directors, did not participate in the voting.

Approved by a majority of votes of independent directors who were not related parties to the transaction.

5.6.1. The price of the services provided by JSC Russian Grids under the agreement for fee- based technical supervision services between JSC Russian Grids and JSC TDC, which is a related party transaction, (hereinafter, the “Agreement”) in 2014 shall be two million, eight hundred four thousand, three hundred twenty-five (2,804,325) rubles and 24 kopecks, inclusive of 18% VAT of four hundred twenty-seven thousand, seven hundred seventy-eight (427,778) rubles and 43 kopecks.

The price of the services provided by JSC TDC for JSC Russian Grids under the Agreement in 2014 shall be one hundred eighteen thousand, five hundred seventy-five (118,575) rubles and 84 kopecks, inclusive of 18% VAT of eighteen thousand, eighty-seven (18,087) rubles and 84 kopecks.

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5.6.2. The Agreement, which is a related party transaction, shall be approved subject to the following material terms and conditions:

Parties to the Agreement:

JSC TDC as the Customer;

JSC Russian Grids as the Contractor.

Subject matter of the Agreement:

The Customer engages the Contractor, and the Contractor agrees, to exercise technical supervision of electric grid facilities of JSC TDC, and the Customer agrees to accept and pay for such services.

The total period of the services provided under the Agreement is from January 1, 2014, to and 548 including December 31, 2014.

Price of the Agreement:

The price of the Contractor’s services under the Agreement in 2014 is two million, eight hundred four thousand, three hundred twenty-five (2,804,325) rubles and 24 kopecks, inclusive of 18% VAT of four hundred twenty-seven thousand, seven hundred seventy-eight (427,778) rubles and 43 kopecks.

The price of the Customer’s services provided for the Contractor under the Agreement in 2014 is one hundred eighteen thousand, five hundred seventy-five (118,575) rubles and 84 kopecks, inclusive of 18% VAT of eighteen thousand, eighty-seven (18,087) rubles and 84 kopecks.

Term of the Agreement:

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S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, V. M. Kravchenko, D. S. Morozov, V. V. Nikonov, M. V. Ochirova, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

S. Remes “Abstained.”

O. M. Budargin and A. Ye. Murov, failing to be independent directors, did not participate in the voting.

Approved by a majority of votes of independent directors who were not related parties to the transaction.

5.7.1. The price of the services provided by JSC Russian Grids under the agreement for fee- based technical supervision services between JSC Russian Grids and JSC MOESK, which is a related party transaction, (hereinafter, the “Agreement”) in 2014 shall be thirty-two million, eight hundred forty-seven thousand, nine hundred thirty-seven (32,847,937) rubles and 80 kopecks, inclusive of 18% VAT of five million, ten thousand, seven hundred two (5,010,702) rubles and 38 kopecks.

The price of the services provided by JSC MOESK for JSC Russian Grids under the Agreement in 2014 shall be one million, eight hundred one thousand, three hundred sixty-eight (1,801,368) rubles and 36 kopecks, inclusive of 18% VAT of two hundred seventy-four thousand, seven 549 hundred eighty-five (274,785) rubles and 00 kopecks.

5.7.2. The Agreement, which is a related party transaction, shall be approved subject to the following material terms and conditions:

Parties to the Agreement:

JSC MOESK as the Customer;

JSC Russian Grids as the Contractor.

Subject matter of the Agreement:

The Customer engages the Contractor, and the Contractor agrees, to exercise technical supervision of electric grid facilities of JSC MOESK, and the Customer agrees to accept and pay for such services.

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The total period of the services provided under the Agreement is from January 1, 2014, to and including December 31, 2014.

Price of the Agreement:

The price of the Contractor’s services under the Agreement in 2014 is thirty-two million, eight hundred forty-seven thousand, nine hundred thirty-seven (32,847,937) rubles and 80 kopecks, inclusive of 18% VAT of five million, ten thousand, seven hundred two (5,010,702) rubles and 38 kopecks.

The price of the Customer’s services provided for the Contractor under the Agreement in 2014 is one million, eight hundred one thousand, three hundred sixty-eight (1,801,368) rubles and 36 kopecks, inclusive of 18% VAT of two hundred seventy-four thousand, seven hundred eighty- five (274,785) rubles and 00 kopecks.

Term of the Agreement:

The Agreement becomes effective as of its execution by both parties and remains in full force and effect until the parties duly perform their respective obligations thereunder. In accordance with paragraph 2 of Article 425 of the Civil Code of the Russian Federation, the Agreement retroactively applies to the relationship between the parties that came into existence on January 1, 2014. 550 If neither party notifies the other party of the termination of the Agreement at least thirty (30) calendar days prior to the last date of the services provided under the Agreement, the period of the services provided under the Agreement is extended for one (1) more calendar year, and the number of such extensions is not limited.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, V. M. Kravchenko, D. S. Morozov, V. V. Nikonov, M. V. Ochirova, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

S. Remes “Abstained.”

O. M. Budargin, deemed to be a related party to the transaction and failing to be an independent director, and A. Ye. Murov, failing to be an independent director, did not participate in the voting.

Approved by a majority of votes of independent directors who were not related parties to the transaction.

IT WAS RESOLVED AS FOLLOWS:

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Representatives of JSC Russian Grids on the boards of directors of the subsidiaries and dependent companies listed in Appendix 8 hereto with respect to the issues connected with the agendas of the general meetings of shareholders of the subsidiaries and dependent companies shall be instructed to vote “For” the approval of the following agendas of the general meetings of shareholders of the subsidiaries and dependent companies:

- Early termination of the powers of the members of the Board of Directors of the Company;

- Election of members of the Board of Directors of the Company;

- Early termination of the powers of the members of the Internal Audit Commission of the Company;

- Election of members of the Internal Audit Commission of the Company.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, E. B. Titova, P. O. Shatsky, and A. N. Shishkin voted “For.”

S. Remes voted “Against.”

E. Ferlenghi “Abstained.”

Approved by a majority of votes. 551

7. Review of the report on the conducted public technological and price audit of investment projects of JSC Russian Grids subsidiaries and dependent companies.

IT WAS RESOLVED AS FOLLOWS:

7.1. Note shall be taken of the report of the Company’s Director General on the conducted public technological and price audit of investment projects of JSC Russian Grids subsidiaries and dependent companies (Appendix 9).

7.2. The Director General of the Company shall be instructed to continue work on the organization of conducting the public technological and price audit of investment projects of the JSC Russian Grids/JSC FGC UES subsidiaries and dependent companies listed in Appendix 10 hereto.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, A. Ye. Murov, M. V. Ochirova, S. Remes, E. B. Titova, E. Ferlenghi, and P. O. Shatsky voted “For.”

D. S. Morozov, V. V. Nikonov, and A. N. Shishkin “Abstained.”

Approved by a majority of votes.

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Ballots attached.

S. I. Shmatko

Chairman of the Board of Directors

Yu. V. Goncharov

Secretary of the Board of Directors

Date of the Minutes of the Meeting: December 16, 2013

552

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M I N U T E S of the Meeting of the Board of Directors

December 27, 2013 No. 142

Moscow

553 The decision of the Board of Directors of JSC Russian Grids was approved by absentee voting (voting by ballot).

G. V. Boos did not participate in the voting.

The meeting had a quorum.

Agenda:

1. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of IDGC of South, JSC: “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the property that is capital assets intended for use other than the generation, transmission, dispatching, and distribution of electricity and heat, namely the Volgograd office and storage facilities.”

2. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agendas of the meetings of the boards of directors of subsidiaries and dependent companies of JSC Russian Grids “Membership of subsidiaries and dependent companies of JSC

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Russian Grids in the Nonprofit Partnership of Territorial Grid Organizations by means of becoming members.”

3. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of IDGC of Centre, JSC: “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the real property that is construction-in-progress facilities intended for use other than the generation, transmission, dispatching, and distribution of electricity and heat, namely the office building located at: Russia, Kursk Region, Kursk, ul. Engelsa – Krasnoy Armii.”

4. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of JSC Tyumenenergo: “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the real property that is construction-in-progress facilities intended for use other than the generation, transmission, dispatching, and distribution of electricity and heat, namely Site 30/35, address: Khanty-Mansijsk Autonomous District – Yugra, Nizhnevartovsk District, Izluchinsk, Nizhnevartovskaya TPP Industrial Site.”

5. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of IDGC of North-West: “Tentative 554 approval of the decision on the termination of the Company’s holding a stake in OAO Lesnaya Skazka by means of transferring title to a stake (97.96%) in the authorized capital.”

6. Approval of simultaneous occupation by a member of the Management Board of JSC Russian Grids of positions with the management bodies of other entities.

7. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of OAO VNIPIENERGOPROM Real Estate: “Approval of Addendum No. 3 to Real Property Lease Agreement No. KzF 1/410/10 of January 17, 2011, to be entered into by and between OAO VNIPIENERGOPROM Real Estate and ZAO TANDER, which is a major transaction.”

8. Approval of a restated version of the Anti-Corruption Policy of JSC Russian Grids and its implementation by subsidiaries and dependent companies of JSC Russian Grids.

9. Approval of the property lease agreement to be entered into by and between JSC Russian Grids and JSC FGC UES, which is a related party transaction.

10. Approval of the adjusted JSC Russian Grids Budget for 2013.

11. Approval of the agreement for fee-based technical supervision services between JSC Russian Grids and JSC FGC UES, which is a related party transaction.

12. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of IDGC of South, JSC: “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the real property that is capital assets intended for use other than the generation, transmission, dispatching, and distribution of electricity and heat, namely the 424

nonresidential premises with a total area of 3,393.8 square meters located at: Rostov Region, Rostov-on-Don, Leninsky District, per. Semashko, 48.”

13. Review of the report on the implementation of the consolidated investment program of JSC Russian Grids for the 3rd quarter and 9 months of 2013.

14. Approval of the Meeting Plan of the Board of Directors of JSC Russian Grids.

15. Implementation of measures specified in the Road Map “Expanding Access of Small and Medium-Sized Businesses to Purchases of Infrastructural Monopolies and Government-Linked Companies” approved by Ordinance of the Government of the Russian Federation No. 867-r of May 29, 2013.

16. Approval of the Model Standard for the Public Technological and Price Audit of Investment Projects of Subsidiaries and Dependent Companies of JSC Russian Grids.

17. Review of the adjusted consolidated investment program of JSC Russian Grids for 2013– 2018, including 2014.

18. Functioning (operation) of power facilities, including an analysis of power supply risks affecting Olympic Games facilities within the responsibility of JSC Russian Grids.

19. Certificates of preparedness for the 2013/14 heat deficit period received by subsidiaries and dependent companies of JSC Russian Grids. 555

20. Approval of the services agreement between JSC Russian Grids and JSC FGC UES, which is a related party transaction.

21. Characteristics of formulating the business plans of subsidiaries and dependent companies of JSC Russian Grids for 2014–2018 and the JSC Russian Grids Budget for 2014.

22. Priorities established for JSC Russian Grids’s activities: the implementation of the Action Plan (Road Map) “Enhancing the Affordability of the Power Infrastructure” approved by Ordinance of the Government of the Russian Federation No. 1144-r of June 30, 2012.

IT WAS RESOLVED AS FOLLOWS:

1.1. Concerning the item on the agenda of the meeting of the Board of Directors of IDGC of South, JSC: “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the property that is capital assets intended for use other than 425

ROSSETI ANNUAL REPORT 2013

the generation, transmission, dispatching, and distribution of electricity and heat, namely the Volgograd office and storage facilities located at: Volgograd Region, Volgograd, prospekt Volzhsky, 2a,” representatives of JSC Russian Grids shall be instructed to vote “For” the approval of the Company’s entering into the transaction subject to the following material terms and conditions:

- composition of the transferred property located at: Volgograd Region, Volgograd, prospekt Volzhsky, 2a: contained in Appendix 1 hereto;

- book (residual) value of the transferred property as at June 30, 2013: sixteen million, ninety- two thousand, one hundred ninety-four (16,092,194) rubles and 23 kopecks;

- transfer method: sale at a public auction;

- starting price: fifty-four million, one hundred thirty-seven thousand, two hundred twenty (54,137,220) rubles and 00 kopecks, inclusive of VAT (18%), as determined in accordance with Report No. 13-04-03-01/904 prepared by an independent appraiser, OOO FIKON;

- payment procedure (period) for the property: before the transfer of title to the property, within fifteen (15) business days after the execution by the parties of the purchase and sale agreement, by bank transfer by the Buyer into the Seller’s settlement account.

1.2. The property specified in paragraph 1.1 hereof shall be caused to be sold in accordance with 556 the procedure and methods set forth in the Regulations for Selling Noncore Assets of IDGC of South, JSC approved by the decision of IDGC of South, JSC’s Board of Directors on November 28, 2008 (Minutes of the Meeting No. 20/2008 of December 1, 2008).

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, D. S. Morozov, A. Ye. Murov, M. V. Ochirova, S. Remes, E. B. Titova, E. Ferlenghi, and P. O. Shatsky voted “For.”

V. M. Kravchenko voted “Against.”

V. V. Nikonov and A. N. Shishkin “Abstained.”

Approved by a majority of votes.

IT WAS RESOLVED AS FOLLOWS:

Concerning the item “Membership of the Company in the Nonprofit Partnership of Territorial Grid Organizations by means of becoming a member,” representatives of JSC Russian Grids on

426

the boards of directors of subsidiaries and dependent companies of JSC Russian Grids specified in Appendix 2 hereto shall be instructed to vote “For” the following decision:

The membership of subsidiaries and dependent companies of JSC Russian Grids (as listed) in the Nonprofit Partnership of Territorial Grid Organizations (hereinafter, “NP TGO”) by means of becoming members shall be approved subject to the following terms and conditions:

- admission (lump-sum) fee: three hundred thousand (300,000) rubles;

- current (regular) membership fees: one hundred thousand (100,000) rubles per quarter;

- payment method for the admission (lump-sum) fee and current (regular) membership fees: cash;

- payment procedure and deadline for the admission (lump-sum) fee: not later than ten (10) calendar days after receipt of the written notice of admission to NP TGO;

- payment procedure and deadlines for current (regular) membership fees: on a quarterly basis not later than the 20th day of the first month in the quarter for which a current (regular) membership fee is payable;

- payment amounts and procedure for subsequent current (regular) membership fees: as determined by the General Meeting of Members of NP TGO. 557 S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

Approved unanimously.

IT WAS RESOLVED AS FOLLOWS:

Concerning the item on the agenda of the meeting of the Board of Directors of IDGC of Centre, JSC: “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the real property that is construction-in-progress facilities intended for use other than the generation, transmission, dispatching, and distribution of electricity and heat, namely the office building located at: Russia, Kursk Region, Kursk, ul. Engelsa – Krasnoy Armii,” representatives of JSC Russian Grids shall be instructed to vote “For” the approval of

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the Company’s entering into the transaction subject to the following material terms and conditions:

- transferred property: construction-in-progress facilities, namely the office building located at: Russia, Kursk Region, Kursk, ul. Engelsa – Krasnoy Armii, inventory number: 33593, 46:29:102251:0025:38:401:002:000335930, 38:401:002:000335930, letter designation: A, cadastral number: 46:29:102241:349;

- book value of the transferred property as at June 30, 2013: two hundred nineteen million, two hundred thirty-eight thousand, forty-six (219,238,046) rubles and 87 kopecks;

- property transfer method: sale at a public auction;

- starting price: two hundred seventy-nine million, seventy thousand (279,070,000) rubles and 00 kopecks (inclusive of VAT) as determined in accordance with Report No. N-15810/13 prepared by an independent appraiser, OOO LAIR;

- payment procedure (period) for the property: before the transfer of title to the property, within fourteen (14) banking days after the date of execution by the parties of the purchase and sale agreement, by bank transfer by the Buyer into the Seller’s settlement account.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, M. V. Ochirova, S. Remes, E. B. Titova, E. Ferlenghi, and P. O. Shatsky voted 558 “For.”

V. V. Nikonov and A. N. Shishkin “Abstained.”

Approved by a majority of votes.

IT WAS RESOLVED AS FOLLOWS:

Concerning the item on the agenda of the meeting of the Board of Directors of JSC Tyumenenergo: “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the real property that is construction-in-progress facilities intended for use other than the generation, transmission, dispatching, and distribution of electricity and heat, namely Site 30/35, address: Khanty-Mansijsk Autonomous District – Yugra, Nizhnevartovsk District, Izluchinsk, Nizhnevartovskaya TPP Industrial Site,” representatives of

428

JSC Russian Grids shall be instructed to vote “For” the approval of the decision subject to the following material terms and conditions:

- transferred property: construction-in-progress facilities, namely Site 30/35, designated purpose: construction-in-progress facilities, built-up area: 1,457.8 square meters, degree of completion: 65%, letter designation: A, address: Khanty-Mansijsk Autonomous District – Yugra, Nizhnevartovsk District, Izluchinsk, Nizhnevartovskaya TPP Industrial Site;

- book value of the transferred property as at May 1, 2013: four million, five hundred eighty-six thousand, three hundred fifteen (4,586,315) rubles and 00 kopecks;

- property transfer method: through entering into a purchase and sale agreement;

- buyer: ZAO Nizhnevartovskaya TPP;

- market value of the transferred property as determined by an independent appraiser, OOO Distan (Market Value Appraisal Report No. 38-N-40/05-13): 5,472,000 (Five million four hundred seventy two thousand) rubles and 00 kopecks, inclusive of VAT;

- selling price: equal to the market value of the transferred property;

- payment procedure (period) for the transferred property: before the transfer of title to the property, within thirty (30) business days after the date of execution by the parties of the property purchase and sale agreement, by bank transfer into the seller’s settlement account. 559

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

V. M. Kravchenko voted “Against.”

Approved by a majority of votes.

5. Defining of the position of JSC Russian Grids (representatives of JSC Russian Grids) on the item on the agenda of the meeting of the Board of Directors of IDGC of North-West: “Tentative approval of the decision on the termination of the Company’s holding a stake in OAO Lesnaya Skazka by means of transferring title to a stake (97.96%) in the authorized capital.”

IT WAS RESOLVED AS FOLLOWS:

5.1. Concerning the item: “Tentative approval of the decision on the termination of the Company’s holding a stake in OAO Lesnaya Skazka by means of transferring title to a stake (97.96%) in the authorized capital,” representatives of JSC Russian Grids on the Board of Directors of IDGC of North-West shall be instructed to vote “For” the following decision:

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The decision on the termination of the Company’s holding a stake in OAO Lesnaya Skazka by means of transferring title to a stake in the authorized capital shall be approved subject to the following material terms and conditions:

- category, type, par value, and quantity of transferred shares in OAO Lesnaya Skazka (hereinafter, the “shares”) and their percentage of the authorized capital: twenty-seven thousand, eight hundred forty (27,840) registered ordinary shares, each with a par value of four hundred eighty-seven (487) rubles, or 97.96% of the authorized capital of OAO Lesnaya Skazka;

- book value of the transferred stake as at January 1, 2013: fourteen million, nine hundred eight thousand, eight hundred twenty-three (14,908,823) rubles;

- transfer method: sale of the stake at an auction;

- ask price (starting price): equal to the market value as determined by an independent appraiser;

- market value of the transferred property as determined by an independent appraiser (OOO LAIR Report No. A-15864/13 of October 10, 2013): eighty-three million (83,000,000) rubles, exempt from VAT;

- payment procedure (period): cash, before the transfer of title, but not later than 14 days after the date of execution of the purchase and sale agreement.

560 5.2. The stake (97.96%) in the authorized capital of OAO Lesnaya Skazka shall be caused to be transferred in accordance with the procedure and methods set forth in the Regulations for Selling Noncore Assets of IDGC of North-West approved by the decision of the Company’s Board of Directors on December 17, 2008 (Minutes of the Meeting No. 38/6).

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, M. V. Ochirova, S. Remes, E. B. Titova, E. Ferlenghi, and P. O. Shatsky voted “For.”

V. V. Nikonov and A. N. Shishkin “Abstained.”

Approved by a majority of votes.

6. Approval of simultaneous occupation by a member of the Management Board of JSC Russian Grids of positions with the management bodies of other entities.

IT WAS RESOLVED AS FOLLOWS:

Simultaneous occupation by Roman Nikolaevich Berdnikov, First Deputy Director General for Technical Policy of JSC Russian Grids and a member of the Management Board of JSC Russian Grids, of the position of Chairman of the Supervisory Board of the Nonprofit Partnership of Territorial Grid Organizations shall be approved.

430

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

Approved unanimously.

IT WAS RESOLVED AS FOLLOWS:

Concerning the item on the agenda of the meeting of the Board of Directors of OAO VNIPIENERGOPROM Real Estate: “Approval of Addendum No. 3 to Real Property Lease Agreement No. KzF 1/410/10 of January 17, 2011, to be entered into by and between OAO VNIPIENERGOPROM Real Estate and ZAO TANDER, which is a major transaction,” representatives of JSC Russian Grids shall be instructed to vote “For” the following decision: 561 Addendum No. 3 to Real Property Lease Agreement No. KzF 1/410/10 of January 17, 2011, to be entered into by and between OAO VNIPIENERGOPROM Real Estate and ZAO TANDER, which is a major transaction, shall be approved subject to the following material terms and conditions:

Parties to the addendum:

OAO VNIPIENERGOPROM Real Estate as the Landlord;

ZAO TANDER as the Tenant.

Subject matter of the addendum:

The parties agree to amend the Agreement in accordance with Appendix 3 hereto:

The following subparagraph shall be added to paragraph 4.2.1 of the Agreement: “Starting from January 1, 2013, the fixed part of the rent is two hundred twenty-six thousand, eight hundred forty (226,840) rubles and 00 kopecks, inclusive of 18% VAT of thirty-four thousand, six hundred two (34,602) rubles and 71 kopecks.”

Paragraph 4.2.2 of the Agreement shall be amended to read as follows: “4.2.2. The fixed part of the rent shall be paid on a monthly basis by bank transfer into the Landlord’s settlement account not later than the 10th day of the month for which payment is made. The advance payment is two hundred twenty-six thousand, eight hundred forty (226,840) rubles and 00 kopecks, inclusive of 18% VAT of thirty-four thousand, six hundred two (34,602) rubles and 71 kopecks, and shall be deemed to be the rent for the last month of the term of this Agreement.”

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Paragraph 4.3.4 of the Agreement shall be amended to read as follows: “4.3.4. The Landlord shall make available to the Tenant the documents confirming that the calculated variable part of the rent is true. The Landlord shall be obligated to provide the Tenant with an acceptance certificate, a VAT invoice, and copies of supporting primary documents issued by suppliers to the Landlord for the most recent past month before the 30th day of the current month. The variable part of the rent shall be paid by the Tenant within ten (10) calendar days after the receipt of the acceptance certificate.”

In all matters not covered by the addendum, the relationship between the parties is governed by the terms and conditions of the Agreement.

Price of the addendum:

The monthly fixed part of the rent is two hundred twenty-six thousand, eight hundred forty (226,840) rubles and 00 kopecks, inclusive of 18% VAT of thirty-four thousand, six hundred two (34,602) rubles and 71 kopecks.

Term of the addendum:

The addendum becomes effective as of its state registration and retroactively applies to the relationship between the parties that came into existence on January 1, 2013.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, 562 A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

Approved unanimously.

8. Approval of a restated version of the Anti-Corruption Policy of JSC Russian Grids and its implementation by subsidiaries and dependent companies of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

8.1. A restated version of the Company’s internal document “Anti-Corruption Policy of JSC Russian Grids” shall be approved in accordance with Appendix 4 hereto.

8.2. The Company’s Anti-Corruption Policy approved by the decision adopted by the Board of Directors of the Company on November 29, 2012, (Minutes of the Meeting No. 101 of November 30, 2012) as an annex to the Company’s Code of Corporate Ethics shall be deemed to cease to be effective as of the date of this decision.

Approved unanimously.

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9. Approval of the property lease agreement to be entered into by and between JSC Russian Grids and JSC FGC UES, which is a related party transaction.

IT WAS RESOLVED AS FOLLOWS:

9.1. The price of the property lease agreement to be entered into by and between JSC Russian Grids and JSC FGC UES, which is a related party transaction, shall include:

- fixed rent;

- variable rent.

The fixed rent includes payment for the leased nonresidential premises and parking spaces in the Level 1 parking lot and in the outdoor visitor parking lot and is twenty-one million, eight hundred three thousand, three hundred seventeen (21,803,317) rubles and 19 kopecks per month, inclusive of VAT of three million, three hundred twenty-five thousand, nine hundred twenty- nine (3,325,929) rubles and 74 kopecks.

The variable rent includes payment for the use of the movable property, utility services and electricity, cleaning of the leased property, telecommunications services, maintenance of utility systems and firefighting systems, security guard and access control services, lighting of the leased property (facade and street lighting, including consumables), site improvements, 563 transportation services (including share taxi services), other general work and services (including running repairs), and repairs requested by the Tenant.

The amount of the rent for the use of the movable property that is included in the variable rent is based on the original value of the leased movable property and on the useful life and is not in excess of four million, seven hundred seventy-five thousand, nine hundred ninety-six (4,775,996) rubles and 27 kopecks per month, inclusive of VAT of seven hundred twenty-eight thousand, five hundred forty-one (728,541) rubles and 80 kopecks.

The variable rent for utility services and electricity, cleaning of the leased property, telecommunications services, maintenance of utility systems and firefighting systems, security guard and access control services, lighting of the leased property (facade and street lighting, including consumables), site improvements, transportation services (including share taxi services), other general work and services (including running repairs), and repairs requested by the Tenant is set in accordance with the Moscow tariff rates and the existing service contracts and is calculated in proportion to the occupied area and the number of the used parking spaces in the outdoor visitor parking lot or, as separately invoiced, for the services provided.

The total price of the property lease agreement shall not be two or more percent of the book value of the Company’s assets according to its accounting statements as of the latest balance sheet date prior to the approval of the agreement.

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9.2. The property lease agreement (hereinafter, the “Agreement”) to be entered into by and between JSC Russian Grids and JSC FGC UES, which is a related party transaction, shall be approved subject to the following material terms and conditions:

Parties to the Agreement:

JSC FGC UES as the Landlord.

JSC Russian Grids as the Tenant.

Subject matter of the Agreement:

The Landlord agrees to provide the following movable and real property (hereinafter, the “Property”) for the Tenant’s temporary possession and use under a delivery and acceptance certificate for valuable consideration:

nonresidential premises with a total area of 15,391.57 square meters located in Block A of the multifunctional public center at: Moscow, ul. Belovezhskaya, 4;

nonresidential premises with a total area of 36.93 square meters jointly used by the parties and located in Block A of the multifunctional public center at: Moscow, ul. Belovezhskaya, 4;

parking spaces with a total area of 2,973.16 square meters in the Level 1 parking lot in Block A 564 of the multifunctional public center at: Moscow, ul. Belovezhskaya, 4; 80 parking spaces in the outdoor visitor parking lot of the multifunctional public center at: Moscow, ul. Belovezhskaya, 4;

movable property.

Price of the Agreement:

The Tenant agrees to make the following payments in accordance with the procedure set forth in the Agreement:

- fixed rent;

- variable rent.

The variable rent includes payment for the use of the movable property, utility services and electricity, cleaning of the leased property, telecommunications services, maintenance of utility systems and firefighting systems, security guard and access control services, lighting of the leased property (facade and street lighting, including consumables), site improvements, transportation services (including share taxi services), other general work and services (including running repairs), and repairs requested by the Tenant.

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Term of the Agreement:

The Agreement becomes effective as of its execution by the parties.

The term of the Agreement is eleven (11) months. The terms and conditions of the Agreement in relation to the specific Property apply to the relationship between the parties as of the signature of the delivery and acceptance certificates pertaining to the relevant Property. 565 The Agreement is deemed to be renewed each time upon the same terms and conditions unless either party notifies the other party in writing of its refusal to renew the Agreement at least sixty (60) calendar days prior to its expiration.

S. O. Ashirov, B. I. Ayuyev, D. S. Morozov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. B. Titova, P. O. Shatsky, and A. N. Shishkin voted “For.”

S. I. Shmatko, V. M. Kravchenko, and E. Ferlenghi, deemed to be related parties to the transaction, and O. M. Budargin and A. Ye. Murov, deemed to be related parties to the transaction and failing to be independent directors, did not participate in the voting.

Approved unanimously by independent directors who were not related parties to the transaction.

10. Approval of the adjusted JSC Russian Grids Budget for 2013.

IT WAS RESOLVED AS FOLLOWS:

The adjusted JSC Russian Grids Budget for 2013 shall be approved (Appendix 5).

S. I. Shmatko, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, A. Ye. Murov, V. V. Nikonov, S. Remes, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

S. O. Ashirov, D. S. Morozov, M. V. Ochirova, and E. B. Titova “Abstained.”

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ROSSETI ANNUAL REPORT 2013

Approved by a majority of votes.

11. Approval of the agreement for fee-based technical supervision services between JSC Russian Grids and JSC FGC UES, which is a related party transaction.

IT WAS RESOLVED AS FOLLOWS:

11.1. The price of the services provided by JSC Russian Grids under the agreement for fee-based technical supervision services between JSC Russian Grids and JSC FGC UES, which is a related party transaction, (hereinafter, the “Agreement”) in 2014 shall be one hundred fifty-three million (153,000,000) rubles and 00 kopecks, plus 18% VAT of twenty-seven million, five hundred forty thousand (27,540,000) rubles and 00 kopecks.

The price of the services provided by JSC FGC UES for JSC Russian Grids under the Agreement in 2014 shall be nine million, five hundred seventy-five thousand, five hundred thirty-two (9,575,532) rubles and 12 kopecks, inclusive of 18% VAT of one million, four hundred sixty thousand, six hundred seventy-four (1,460,674) rubles and 44 kopecks.

The total price of the services under the Agreement shall not be 2 or more percent of the book 566 value of JSC Russian Grids’s assets according to its accounting statements as of the latest balance sheet date.

11.2. The Agreement, which is a related party transaction, shall be approved subject to the following material terms and conditions:

Parties to the Agreement:

JSC FGC UES as the Customer;

JSC Russian Grids as the Contractor.

Subject matter of the Agreement:

The Customer engages the Contractor, and the Contractor agrees, to exercise technical supervision of electric grid facilities related to the Customer’s electricity transmission grids, and the Customer agrees to accept and pay for such services.

The total period of the services provided under the Agreement is from January 1, 2014, to and including December 31, 2014.

436

Price of the Agreement:

The price of the Contractor’s services under the Agreement in 2014 is one hundred eighty million, five hundred forty thousand (180,540,000) rubles and 00 kopecks, inclusive of 18% VAT of twenty-seven million, five hundred forty thousand (27,540,000) rubles and 00 kopecks.

The price of the Customer’s services provided for the Contractor under the Agreement in 2014 is nine million, five hundred seventy-five thousand, five hundred thirty-two (9,575,532) rubles and 12 kopecks, inclusive of 18% VAT of one million, four hundred sixty thousand, six hundred seventy-four (1,460,674) rubles and 44 kopecks.

Term of the Agreement:

B. I. Ayuyev, V. V. Nikonov, S. Remes, E. B. Titova, and A. N. Shishkin voted “For.”

S. O. Ashirov, D. S. Morozov, M. V. Ochirova, and P. O. Shatsky “Abstained.”

Approved by a majority of votes of independent directors who were not related parties to the transaction.

IT WAS RESOLVED AS FOLLOWS:

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ROSSETI ANNUAL REPORT 2013

12.1. Concerning the item on the agenda of the meeting of the Board of Directors of IDGC of South, JSC: “Tentative approval of the decision on the Company’s entering into a transaction associated with transferring title to the real property that is capital assets intended for use other than the generation, transmission, dispatching, and distribution of electricity and heat, namely the nonresidential premises with a total area of 3,393.8 square meters located at: Rostov Region, Rostov-on-Don, Leninsky District, per. Semashko, 48,” representatives of JSC Russian Grids on the Board of Directors of IDGC of South, JSC shall be instructed to vote “For” the approval of the Company’s entering into the transaction subject to the following material terms and conditions:

- composition of the transferred property: contained in Appendix 6 hereto;

- book (residual) value of the transferred property as at June 30, 2013: thirty-three million, two hundred forty-eight thousand, four hundred forty-four (33,248,444) rubles and 00 kopecks;

- property transfer method: as a single lot at a public auction with a selling agent engaged;

- starting price: one hundred thirty-six million, six hundred thousand (136,600,000) rubles and 00 kopecks, exclusive of VAT, as determined in accordance with Report No. 08/13-KR of October 8, 2013, prepared by an independent appraiser, OOO ALFA Consult;

- payment procedure (period) for the property: before the transfer of title to the property, within 568 fifteen (15) business days after the execution by the parties of the purchase and sale agreement, by bank transfer by the Buyer into the Seller’s settlement account.

12.2. The property specified in paragraph 14.1 hereof shall be caused to be sold in accordance with the procedure and methods set forth in the Regulations for Selling Noncore Assets of IDGC of South, JSC approved by the decision of IDGC of South, JSC’s Board of Directors on November 28, 2008 (Minutes of the Meeting No. 20/2008 of December 1, 2008).

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, D. S. Morozov, A. Ye. Murov, M. V. Ochirova, S. Remes, E. B. Titova, E. Ferlenghi, and P. O. Shatsky voted “For.”

V. M. Kravchenko voted “Against.”

V. V. Nikonov and A. N. Shishkin “Abstained.”

Approved by a majority of votes.

13. Review of the report on the implementation of the consolidated investment program of JSC Russian Grids for the 3rd quarter and 9 months of 2013.

IT WAS RESOLVED AS FOLLOWS:

13.1. Note shall be taken of the submitted documents related to the report on the implementation of the consolidated investment program of JSC Russian Grids for the 3rd quarter and 9 months of 2013 in accordance with Appendix 7 hereto. 438

13.2. The Director General of JSC Russian Grids shall be instructed to submit to the next in- person meeting of the Company’s Board of Directors the agenda item “Review of the report on the implementation of the consolidated investment program of JSC Russian Grids for the 3rd quarter and 9 months of 2013.”

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, A. Ye. Murov, V. V. Nikonov, S. Remes, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

D. S. Morozov and M. V. Ochirova “Abstained.”

Approved by a majority of votes.

14. Approval of the Meeting Plan of the Board of Directors of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

14.1. The Meeting Plan of the Board of Directors of JSC Russian Grids for the period until the Annual General Meeting of Shareholders of JSC Russian Grids shall be approved in accordance with Appendix 8 hereto. 569 14.2. If any additional proposals are received from members of the Board of Directors of JSC Russian Grids with respect to the inclusion of issues in the Meeting Plan of the Company’s Board of Directors, such proposals shall be considered at the next in-person meeting of the Company’s Board of Directors.

Approved unanimously.

IT WAS RESOLVED AS FOLLOWS:

15.1. The Director General of JSC Russian Grids shall be instructed to:

15.1.1. Ensure within 45 days:

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ROSSETI ANNUAL REPORT 2013

15.1.1.1. Formation of the consultative body responsible for the public audit of procurement efficiency, including with respect to the use of advanced technological solutions, (hereinafter, the “Consultative Body”) with obligatorily making it possible to include in the Consultative Body representatives of public associations of small and medium-sized businesses (including associations in the area of procurement), sectoral scientific and educational institutions, and technological platforms;

15.1.1.2. Development of the regulations for the Consultative Body, specifying the procedure for its formation and work and ensuring efficient interaction between the customer and small and medium-sized businesses, with proprietary information and national security information to be protected, as recommended by the Ministry of Economic Development of the Russian Federation;

15.1.1.3. Development of pilot programs for partnership between the Company and small and medium-sized businesses, ensuring their timely introduction and implementation;

15.1.1.4. Creation of the “one-stop” system for introducing innovative products and R&D results of small and medium-sized businesses and for the mutual transfer of technologies;

15.1.1.5. Maximal transparency of the Consultative Body’s work;

15.1.1.6. Formation of the relevant section in the Company’s Annual Report with respect to the 570 customer’s procurement efficiency, including in relation to purchases from small and medium- sized businesses;

15.1.1.7. Development with the involvement of the Consultative Body, approval, and implementation of the regulations for the procedure and rules for introducing innovative solutions into the customer’s activities;

15.1.1.8. Development and implementation of an obligatory efficiency criterion for the Company’s management, namely the share of purchases from small and medium-sized businesses, including purchases of innovative goods (work, services) and R&D results (hereinafter, the “share of purchases”). The share of purchases shall be based on the statistics collected by the customer on a quarterly basis about the participation of small and medium-sized businesses in the customer’s procurement, including purchases of innovative goods (work, services) and R&D results. In this connection, systematic measures shall be developed to provide incentives (penalties) for meeting (failing to meet) the above-mentioned efficiency criterion for management (linked to the Company’s financial efficiency);

15.1.1.9. Inclusion the following obligatory parameters describing the Company’s innovative development in the efficiency criteria for the Company’s management:

15.1.1.9.1. Workforce productivity increased by at least 5 percent per year, with the industry’s average indicators of foreign peers to be attained by 2018;

15.1.1.9.2. At least 5 percent saving of energy resources, with the industry’s average indicators of foreign peers to be attained by 2018;

440

15.1.1.9.3. Environmental friendliness of products and work at a level not lower than that of peers;

15.1.1.10. Submission for consideration by the Company’s Central Procurement Body of the issue related to prescribing the following particularities of procurement procedures involving small and medium-sized businesses:

15.1.1.10.1. the right obligatorily granted to small and medium-sized businesses to choose for a bid bond between bank guarantees and cash security, as well as the introduction of additional bid bond conditions (in addition to bank guarantees and cash security), granting small and medium- sized businesses the right to choose bid bond conditions;

15.1.1.10.2. the obligatory return of bid bonds to all bidders that are small and medium-sized businesses, except for the bidders taking first place and second place according to the bidding results, within 7 business days after the date when the bidding results become known;

15.1.1.10.3. the obligatory return of bid bonds to the small and medium-sized businesses taking first place and second place according to the bidding results within 7 business days after the signing of a contract;

15.1.1.10.4. the obligation assumed with respect to limiting the period from the date when the bidding results become known to the signing of contracts with small and medium-sized businesses (at most 20 business days); 571

15.1.1.10.5. the obligation assumed by the customer with respect to the maximum period of at most 10 business days for payment for completed work after the signing of closing documents in the case of contracts whereby the contractors are small and medium-sized businesses and of at most 10 business days after the fulfillment of the obligations secured by deferred payment in the case of contracts providing for deferred payment as security for the supplier’s obligations;

15.1.1.10.6. the possibility of ensuring the assignment of contracts with small and medium-sized businesses to financial and credit institutions.

15.1.2. Ensure the following share of purchases made electronically in the total annual public competitive purchases:

- at least 40% in 2014;

- at least 45% in 2015;

- at least 50% in 2016;

- at least 60% in 2017;

- at least 70% in 2018.

15.1.3. The procurement regulations and other orders that govern procurement shall contain the harmonization and standardization of procurement documents and, in prescribing the particularities of procurement procedures involving small and medium-sized businesses, shall provide for the obligations with respect to the including in purchases innovative products

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ROSSETI ANNUAL REPORT 2013

replacing conventional products in the quantities of at least 20% of the annual volume of purchased types of standard products that may be replaced with innovative products that are developed by small and medium-sized businesses and have passed the evaluation of conformity as to safety and reliability in accordance with the Company’s internal documents and subject to the following conditions:

- if there are no innovative bids, standard products are purchased as part of procurement procedures, which shall be stated in procurement documents;

- information on the plans to form lots for the purchase of innovative products replacing conventional products shall be publicly available on the Company’s website and on the federal website for the support and development of small and medium-sized businesses in the Russian Federation.

15.1.4. Develop techniques for determining the life cycle of purchased goods, work, and services.

15.1.5. Develop and introduce into procurement procedures the criterion for assessing and comparing bids “value of the life cycle of a product or the result of work,” making it possible to enter into a life cycle agreement according to the procurement results in accordance with the Company’s regulations and orders.

572 15.2.1. Organize work to prepare standard internal documents (regulations and bylaws) for subsidiaries and dependent companies of JSC Russian Grids, aiming to carry out the measures contained in the Road Map “Expanding Access of Small and Medium-Sized Businesses to Purchases of Infrastructural Monopolies and Government-Linked Companies.”

15.2.2. Ensure that the management bodies of the subsidiaries and dependent companies of JSC Russian Grids listed in Appendix 9 hereto approve the internal documents of the subsidiaries and dependent companies based on standard regulations and bylaws.

Deadline: within 30 business days after the implementation of the instructions specified in paragraph 17.1 hereof is completed.

Approved unanimously.

16. Approval of the Model Standard for the Public Technological and Price Audit of Investment Projects of Subsidiaries and Dependent Companies of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

442

16.1. Note shall be taken of the draft of the Model Standard for the Public Technological and Price Audit of Investment Projects of Subsidiaries and Dependent Companies of JSC Russian Grids in accordance with Appendix 10 hereto.

16.2. At an in-person meeting, the Strategy Committee of the Board of Directors of JSC Russian Grids shall review the draft of the Model Standard for the Public Technological and Price Audit of Investment Projects of Subsidiaries and Dependent Companies of JSC Russian Grids.

Deadline: before January 31, 2014.

16.3. The next in-person meeting of the Board of Directors of JSC Russian Grids shall review the draft of the Model Standard for the Public Technological and Price Audit of Investment Projects of Subsidiaries and Dependent Companies of JSC Russian Grids.

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, D. S. Morozov, A. Ye. Murov, V. V. Nikonov, S. Remes, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

M. V. Ochirova “Abstained.”

Approved by a majority of votes.

573 17. Review of the adjusted consolidated investment program of JSC Russian Grids for 2013– 2018, including 2014.

IT WAS RESOLVED AS FOLLOWS:

17.1. Note shall be taken of information about completed work under the adjusted consolidated investment program of JSC Russian Grids for 2013 by subsidiary and dependent company of JSC Russian Grids in accordance with the applicable laws of the Russian Federation (Appendix 11).

17.2. Note shall be taken of the draft of the consolidated investment program of JSC Russian Grids for 2014–2018 (Appendix 12).

17.3. The Director General of the Company shall be instructed to organize the approval of the drafts of the investment programs of subsidiaries and dependent companies of JSC Russian Grids for the period until 2018 by Russian authorized executive agencies in accordance with the requirements of the Government of the Russian Federation (No. 977 of December 1, 2009) in the conditions where electricity distribution tariffs will be maintained for 2014 at the 2013 level and the growth of tariffs will be limited by the inflation rate in 2015 and 2016.

17.4. The Director General of JSC Russian Grids shall be instructed to submit to the next in- person meeting of the Company’s Board of Directors the agenda item “Review of the adjusted consolidated investment program of JSC Russian Grids for 2013–2018, including 2014.”

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ROSSETI ANNUAL REPORT 2013

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, A. Ye. Murov, V. V. Nikonov, S. Remes, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

D. S. Morozov and M. V. Ochirova “Abstained.”

Approved by a majority of votes.

18. Functioning (operation) of power facilities, including an analysis of power supply risks affecting Olympic Games facilities within the responsibility of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

18.1. Note shall be taken of the report of the Company’s Director General on organizing the operation of electric grid facilities in the Sochi power district during preparations for the XXII Olympic Winter Games and the XI Paralympic Winter Games in Sochi in 2014 in accordance with Appendix 13 hereto.

18.2. Preparing electric grid facilities of JSC Russian Grids subsidiaries, Kubanenergo and JSC 574 FGC UES, in the Sochi power district for operation during the XXII Olympic Winter Games and the XI Paralympic Winter Games in Sochi in 2014 shall be deemed satisfactory.

18.3. Director General of JSC Russian Grids O. M. Budargin shall ensure the reliable operation of electric grid facilities in the Sochi power district, Krasnodar Territory, within the responsibility of subsidiaries and dependent companies of JSC Russian Grids during the Olympic Winter Games and the Paralympic Winter Games in 2014.

S. I. Shmatko, S. O. Ashirov, O. M. Budargin, A. Ye. Murov, V. V. Nikonov, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

B. I. Ayuyev and S. Remes voted “Against.”

V. M. Kravchenko, D. S. Morozov, and M. V. Ochirova “Abstained.”

Approved by a majority of votes.

19. Certificates of preparedness for the 2013/14 heat deficit period received by subsidiaries and dependent companies of JSC Russian Grids.

IT WAS RESOLVED AS FOLLOWS:

Note shall be taken of information about certificates of preparedness for the 2013/14 heat deficit period received by subsidiaries and dependent companies of JSC Russian Grids in accordance with Appendix 14. 444

S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. B. Titova, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

D. S. Morozov “Abstained.”

Approved by a majority of votes.

20. Approval of the services agreement between JSC Russian Grids and JSC FGC UES, which is a related party transaction.

IT WAS RESOLVED AS FOLLOWS:

20.1. The price of the services provided by JSC Russian Grids under the services agreement between JSC Russian Grids and JSC FGC UES, which is a related party transaction, for one billing period shall be forty million, one hundred sixty-six thousand, six hundred sixty-seven (40,166,667) rubles and 00 kopecks, plus VAT (18%) of seven million, two hundred thirty thousand (7,230,000) rubles and 06 kopecks. The billing period shall be the calendar month of the services provided. 575 The price of the services provided by JSC Russian Grids under the services agreement shall not be 2 or more percent of the book value of JSC Russian Grids’s assets according to its accounting statements as of the latest balance sheet date.

20.2. The services agreement between JSC Russian Grids and JSC FGC UES, which is a related party transaction, shall be approved subject to the following terms and conditions:

Parties to the agreement:

- JSC Russian Grids, hereinafter referred to as the “Contractor”;

- JSC FGC UES, hereinafter referred to as the “Customer.”

Subject matter of the agreement: the Contractor agrees to provide the Customer with services in relation to organizing the operation of and to developing the electric grid facilities owned by the Customer in accordance with the terms and conditions of the agreement, and the Customer agrees to accept and pay for such services in accordance with the terms and conditions of the agreement.

Price of the agreement: the price of the services provided by the Contractor under the agreement for one billing period is forty million, one hundred sixty-six thousand, six hundred sixty-seven (40,166,667) rubles and 00 kopecks, plus VAT (18%) of seven million, two hundred thirty thousand (7,230,000) rubles and 06 kopecks. The billing period is the calendar month of the services provided.

Term of the agreement: the Agreement becomes effective as of its execution and remains in full force and effect until January 1, 2015, and, as related to payments, until the parties perform all of 445

ROSSETI ANNUAL REPORT 2013

their respective obligations thereunder. The terms and conditions of the agreement retroactively apply to the relationship between the parties that came into existence on January 1, 2014.

If neither party notifies the other party in writing at least thirty (30) calendar days prior to the expiration date of the agreement that it does not intend to renew the agreement, then the agreement is automatically renewed and deemed to be extended for the following calendar year upon the same terms and conditions.

B. I. Ayuyev, D. S. Morozov, V. V. Nikonov, S. Remes, E. B. Titova, and A. N. Shishkin voted “For.”

S. O. Ashirov, M. V. Ochirova, and P. O. Shatsky “Abstained.”

Approved by a majority of votes of independent directors who were not related parties to the transaction.

21. Characteristics of formulating the business plans of subsidiaries and dependent companies of 576 JSC Russian Grids for 2014–2018 and the JSC Russian Grids Budget for 2014.

IT WAS RESOLVED AS FOLLOWS:

The limit of the JSC Russian Grids Budget for January 2014 shall be equal to 1/3 of the Company’s Budget for the 4th quarter of 2013 (Appendix 15), except for expenses associated with advisory services and with the exception of provisioning for year-end bonuses.

D. S. Morozov “Abstained.”

Approved by a majority of votes.

IT WAS RESOLVED AS FOLLOWS:

446

22.1. The implementation of the road map as related to ensuring that measures taken in the course of pursuing the road map to reduce the time, stages, and price of network connections are introduced into activities of the subsidiaries and dependent companies that provide electricity distribution services, shall be a priority for the Company’s activities.

22.2. The Director General of the Company shall be instructed to ensure, as part of fine-tuning the webpages (portal) intended for providing grid organizations’ information about the procedure for and places of possible network connections on a map with the possibility of calculating the required capacity and the network connection prices, that: customers are enabled to receive on such webpages information concerning available capacity, make electronic requests in order to evaluate the feasibility of network connections with tracking the progress in processing such requests, and calculate the connection prices in relation to electricity networks rated 10 kV and above.

Deadline: December 30, 2013; customers are enabled to receive on such webpages information concerning available capacity, make electronic requests for network connections, track the progress in processing such requests, and calculate the connection prices.

Deadline: December 30, 2013. 577 S. I. Shmatko, S. O. Ashirov, B. I. Ayuyev, O. M. Budargin, V. M. Kravchenko, A. Ye. Murov, V. V. Nikonov, M. V. Ochirova, S. Remes, E. Ferlenghi, P. O. Shatsky, and A. N. Shishkin voted “For.”

E. B. Titova voted “Against.”

D. S. Morozov “Abstained.”

Approved by a majority of votes.

Ballots attached.

Dissenting opinions by V. M. Kravchenko and S. Remes attached.

S. I. Shmatko

Chairman of the Board of Directors

Yu. V. Goncharov

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ROSSETI ANNUAL REPORT 2013

Secretary of the Board of Directors

Date of the Minutes of the Meeting: December 30, 2013

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Grids and Subsidiaries and Dependent Companies of JSCofCompanies Dependent and Subsidiaries and Grids 110 kV of JSC– 110 kV of LENENERGO. 580

the Deputy Chairman of the Audit Committee of the Board of Directors of Directors of Board Audit the the Committee of Deputy of the Chairman Review of the of Audit the action JSC Review of Control of plan Department and Internal Review ofreportofReview the sole the bodyexecutive JSC of risks of on key Russian Grids Review of the internal auditor’s report on the efficiency of the internal of the internal internal control risk of the and report on the efficiency Review auditor’s 1. Review of the report of the Company’s sole executive body on the organization on the sole of body executive Company’s the reportof the of 1. Review Planthe Action to adjusting Elim of the Auditor nominee a for of JSC1. Consideration Russian Grids. Audit System Management Group Holding MRSK the of 2. Review of Board ofDirectors. Company’s the office administrative 1. and subsidiaries and Grids JSC system of Russian management 2012. JSC for Russian Grids 2. 2012 for companies dependent and subsidiaries JSC and its Russian Grids of 1. Election JSC Russian Grids. JSC of Directors of Board Audit the the Committee of of Secretary the of 2. Election Russian Grids. of the cor Committee the Audit action for 3. Approval plan of the of Audit the action JSC 4. Review of Control of plan Department and Internal 2013. the 2nd for of Russian half Grids Control the Internal and Improving Developing for Strategy of the draft theof Review 5. System of JSC Russian Russian Grids. ofreportGroup’sonRussian the Grids companies the of risk management the 1. Review resort performance their of last functions. supplier of the during 2. 2014. for Russian Grids Russian Grids JSC of companies dependent and subsidiaries by 3. Resultscompliance of ofwith requirements the approvedlegal regulations federal by execu Power of the the Affordability Infrastructure.” toMap the Road pursuant “Enhancing to Renew Cable Lines of of 6 Cable to Renew Lines

May 17, 2013; No. 42 17, 2013; May No. 43 31, 2013; May April 29, 2013; No. 41 April 29, 2013; No. December 13, 2013; 13, 2013; No. December 45 November 14, 2013; No. 44 November

- –

451

f JSC Holding MRSK

on the Clarifying Mechanism of Last diaries diaries Companiesand ofDependent JSC on the findings of monitoring metal products products metal monitoring of findings on the

110 kV of JSC110 kV of LENENERGO.

setting system for the repair of electric equipment. system forof grid repair electric the setting – - 581 subsidiaries dependent ofand JSCcompanies due toHolding MRSK

restated version of the Model Regulations for the Purchase of Goods, of Purchase the for Regulations restated Model the of version

eview of the adjusted Action Plan to Eliminate the Existing Delay in ImplementingExistingthe Delay adjusted the Planto of Action Eliminate eview Review of the report of the Company’s sole executive body on the organization on the sole of body executive Company’s the reportof the of Review Control the Internal and Improving Developing for Strategy of the draft theof Review 1. Subsi and Grids Russian JSC of System Russian Grids. on in work Kubanenergo delay existing the to plan eliminate action the of 1. Review theunderProgram Games the of Olympic facilities Construction of the Sites and Resolution by Sochi the as approved of Mountain Climate Resort a Development of991 ofRussian Federation No. the December 27, 2007, inGovernment 9 months the 2012. of 2. R 6 of Cable Lines to Renew Funds: Budget Program from Federal Financed Program the 110 kV in Saint Petersburg. bodyexecutive sole the of 1. Report in 2012. subsidiaries by companies dependent of JSC and purchased Holding MRSK termination the last lostof mile of 1. measures agreements, to Implications reduce affecting income medium small and for on tariffs consumption,impact their and electricity interrupted sized businesses. o investment program of consolidated the draft the of 1. Review 2013 – 2018. for 2. the Program in Delay Implementing the Existing Planthe Action to adjusting Eliminate of 6 Cable to Renew Lines Comprehensivereport the Annual of the implementation of on the 1. Review of the 2012. and Program of for 2012 4th quarter for JSCProcurement Holding MRSK theof 1. Draft Concept the Policy of Information andMileAgreements the of Their Termination Implications for Civilof Institutions Society. the of rate 1. Improvement a of 2. Review Grids. JSC dependent of forand companies subsidiaries Services Russian Work, and

20, 2013; No. 20, 2013; 27 No. 21, 2013; 28 25, 2013; No. 26 25, 2013; 11, 2013; No. 29 11, 2013; No. 30 28, 2013; 16, 2013; No. 31 16, 2013; No. 32 29, 2013; April April March March January February February December 30, 2013; 30, 2013; No. December 46

Policy, Reliability, Policy, Investment, Technical Technical Investment, Innovation Committee Energy Efficiency, andEnergy

ROSSETI ANNUAL REPORT 2013

452 the Mechanism of Last

Development Program of Program JSC Development

d comparative analysis of unit d comparativeof construction analysis cost

110 kV of JSC– 110 kV of LENENERGO. with respect to large investees according to the performance to the investees according performance to withlarge respect

582

13.

Draft of theof Draft Concept the Policy onof Clarifying Information 3. Review of the performance report on the procurement activitiesand subsidiaries of procurement reporton the performance the of 3. Review companies dependent in 2012. results implementation of on the body executive sole of Company’s the report the of 4. Review Annualthe Program ComprehensiveProcurement JSC of the for Russian1st Grids 20 of quarter of investment the report on program the consolidated of of 5. Review the implementation 2012. the 4th quarter of 2012, including JSC for Russian Grids in Russian 2012. Grids organization on the sole of body executive Company’s the reportof the of 1. Review the Program in Delay Implementing the Existing Planthe Action to adjusting Eliminate of Ca ble 6 to Renew Lines activitiesand subsidiaries of procurement reporton the performance the of 1. Review to investeesthe according performance companiesto withlarge dependent respect in 2012. results Policy of JSCical 2. Techn Russian Grids. Program JSC of Development the of Innovative implementation on the 3. Report in Russian 2012. Grids the of investment of of costs monitoring unitreport 4. Review on the construction an benchmarking part the as of projects subsidiaries JSCtheir dependent companies of of and and Russian Grids indicators the 4th quarter for of 2012. branches 1. andMileAgreements the of Their Termination Implications for Civilof Institutions Society. Policy of JSC 1. Technical Russian Grids. of investment the report on program the consolidated of of 2. Review the implementation 6. Technical Policy of JSC 6. Technical Russian Grids. of the implementation on the 7. Report Innovative

29, 2013; No. 33 29, 2013; 16, 2013; No. 34 16, 2013; No. 36 30, 2013; June 4, 2013; No. 35 June 4, 2013; May May May April

- -

453

use of use locatedreal property the at:

investment program of investmentforJSC Grids program Russian of 2013. of y, 2, and owned by OAO South Center of Power of South Center OAO owned by 2, and y,

583 or the 2nd quarter and 1st half of the 2nd quarter1st half or 2013. and

of high priority measures high priority of to prepare NURENERGO, JSC in the operation for Don, prospekt Budyonnovsk Don, prospekt Real Engineering Power of South Center OAO by owned 4, and ul. Don, Litvinova, 1. Market value 1. Market appraisal title to property of the the by owned Chechen andRepublic property the title to of valueappraisal market and Republic in Chechen the located locatedRepublic. JSCin the by and owned Chechen Holding MRSK 2. Review of the adjusted consolidated the of consolidated adjusted 2. Review 2014.2013 – 2018, including value 2. Market the of appraisal the rent for value appraisaluse the rent 3. Market the of for Rostovreal property located at: the of value appraisaluse the rent 4. Market the of for Rostovreal property located at: the of JSC Russian Grids for the 1st quarter of 2013. the 1st quarter JSC for Russian Grids of1. Review the list of information and measures on the value of in specified work the plan period. deficit 2013/14 heat of investment the report on program the consolidated of of 1. Review the implementation the 2nd quarter JSC for Russian Grids Comprehensive Annual the implementing of results preliminary the of 2. Review Comprehensive the Annual and consolidated ofCompany Program the Procurement Program ofand major subsidiaries companies Procurement dependent for investment f projects of investment the report on program the consolidated of of 1. Review the implementation 9 months quarter and the 3rd JSC of 2013. for Russian Grids of3. Review the Modelfor the Standard Audit and Publicof Technological Price Grids. Dependent Companies of JSC of Subsidiaries and Russian Projects Investment value 1. Market the of appraisal the rent offor use locatedreal property the at: Power of South Center OAO by owned 22, and ul. Akademicheskaya, Volgograd, Estate. Real Engineering Power of South Center OAO by owned 116, and ul. Starokubanskaya, Krasnodar, Estate. Real Engineering on - Estate. Real Engineering on - Estate.

25, 2013; 25, 2013; No. 39 28, 2013; No. 28, 2013; 47 26, 2013; No. 48 26, 2013; Marc h February September 2, 2013; 2, 2013; No. 37 September December September 27, 2013; 27, 2013; No. 38 September

Valuation Committee

ROSSETI ANNUAL REPORT 2013

454

West in the - tate Registration No. Registration tate

y at: JSC located Siberia, of y IDGC and perty movableand perty property located at:

the temporary possession and use of the real possessionthe of use and temporary the

to the temporary possession and use of the real possessionthe of use and to temporary the

Lesnaya Skazka. 584 praisal of the right to the temporary possession and use of the real possessionthe of use and to temporary the right praisal the of 003D December 3, 2012). of - E - value appraisal of the right to the temporary possession and use of the real possessionthe of use and to temporary the right the of appraisal value t value appraisal of the right to the temporary possession and use of the real possessionthe of use and to temporary the right the of appraisal t value 55385 - 01 - 5. Market value real pro value the of appraisal 5. Market ap value 5. Market 1. Market value appraisal of one (1) ordinary share in JSC MRSK Holding directly in share JSCHolding MRSK ordinary (1) one of appraisal value 1. Market to value the proportional 100% 31, 2012,December the a at shareholding of as including (S issue additional JSC Holding’s MRSK shares of placed actually 1 locatedBiysk, at: real property and property movable the of appraisal value 1. Market JSC. 58/1, and owned of Siberia, of IDGC ul. Prigorodnaya, by Novy, village 2. Marke locatedMoscow,at: 2A, ul. Spartakovskaya, str. 1, andproperty owned OAO by lease agreement. under a Estate, Center UES Real Engineering appraisal the right of value 3. Market OAO by owned 36, and Kirova, Tomsk, prospekt locatedTomsk at: Region, property lease under Estate, Center a agreement. Scientific Technical Real and Energy Siberian located property at: ul. 1 Region, Irkutsk Pomyalovskogo, andIrkutsk, owned by OAO lease agreement. under Estate Center a Scientific Technical Real and Energy Siberian Region, Zlatoust. Chelyabinsk of Valuation Committee. the the Secretary of 1. Election valueappraisal 2. Market a stakeof 97.96% held of by North IDGC of OAO capital authorized real possessionthe of use and to temporary the right the of appraisal value 3. Market located per. property Yekaterinburg, at: designation:Avtomatiki, owned 3, letter AA1, Real Company OAO Power Engineering Estate. Urals by A1, A, designation: 56, letter ul. Pervomayskaya, Yekaterinburg, at: located property Estate. Real Company OAO Power Urals Engineering V, owned by A2, AA1A2, B, prospekt 168, owned locatedChelyabinsk, OAOat: Pobedy, by Powerproperty Urals Estate. Real Company Engineering owned b property value the of appraisal 1. Market 4, ul. Sportivnaya, of village Chernoluchinsky, holiday Omsk District, Omsk Region, Center premises. Strelnikov Recreation 4. Market value appraisal of the right to right the of appraisal value Market 4. 4. Market

4, 2013; No. 49 4, 2013; 27, 2013; No. 50 27, 2013; April July 52 18, 2013; No. May May June 18, 2013; No. 51 June 18, 2013;

–

455 West and West and -

ss namely thefacility, office Yugra, Nizhnevartovsk District, Yugra, atyrshina, 28 and owned by OAO by owned 28 and atyrshina, –

progre - progress facility 30/35 (bomb shelter) 30/35 (bomb facility progress in - - in scow, ul. Ryabinovaya, vl. 45A and owned vl. and 45A scow, ul. Ryabinovaya, -

Don, Leninsky District, per. Semashko, 48 District,Semashko, Don, per. by andLeninsky owned

on - -

585 Mansijsk Autonomous District Mansijsk Autonomous District -

a 110kV overhead line located at: Moscow Region, Serpukhov, Region, locatedMoscow line at: overhead 110kV a

Rostov ovgorod Region, Lyubytino District, village ofBolshoy ul. Gorodok, village District, ovgorod Region, Lyubytino value real property locatedVolgograd Region,at: the of appraisal Volgograd,

by JSCby MOESK. Region, Novgorod at: Lyubytino located building office the of appraisal value 5. Market 6. of Gorodok, ul. Magistralnaya, Bolshoy village District, 1. Election of the Secretary of the Valuation Committee of the Board of Directors of the Secretary of Committeeof the Valuation of Board Directors the 1. Election of JSC Russian Grids. construction of appraisal value 2. Market at: Khantylocated JSC by Siteowned TPP and Nizhnevartovskaya Tyumenenergo. Izluchinsk, Industrial 3. Market of South, 2a Volzhsky, by and JSC.prospekt owned IDGC 4. Market value appraisal the of property real and electric equipmentgrid the of Substation 500kV Mo at: Ochakovo located value 6. Market a of appraisal construction Kursk,ul. Engelsa Region, Kursk Centre, of JSC at: of building IDGC located Dvorikithe 110/10kV of facilities grid electric appraisalthe of value Market 7. Substation with 61. shosse, Moskovskoye Krasnoy Armii and owned by IDGC of Centre, JSC. and owned Armii of Centre, IDGC by Krasnoy 2. Market value appraisalbuildingoffice 2. Market the of by North of owned IDGC at: N located 6. Magistralnaya, 31a. of ul. Novoorsk Novoorsk, Region, village Lenina, District, Orenburg at: real possessionthe of use and to temporary the right the of appraisal value 1. Market ul. B Kazan, locatedRepublicat: Tatarstan, of property at: located premises) (nonresidential property real appraisalthe of value Market 3. Rostov Region, of South, JSC.IDGC at:Reinforcement Shop located Concrete the of appraisal building the value of 4. Market 3. Market value property appraisal real owned3. Market by of the Volga, JSC locatedIDGC and Estate. Real VNIPIENERGOPROM Ural by facilitiesSet owned ZAO electric value of the grid Invest. appraisal 2. Market

13, 2013; No. 53 27, 2013; No. 54 ember Nov November

ROSSETI ANNUAL REPORT 2013

456

2013, which is – 2013, which a party related

standard Electricity standardin Electricity Losses Distribution - 2013, which is a related party transaction. – 2013, which related is a MRSK Holding (representatives of JSC MRSK of JSC (representatives MRSK MRSKHolding

rman the of Valuation Committeeof of Board the

586 agreement to supervise the implementation of the Program to Renew to Renew Program the of implementation the agreementto supervise – 110 kV inin Saint Petersburg 2011 appraisal of the right to use a parking space in the underground and in underground space the a to use parking appraisalright the of Construction of Olympic SitesGames the and of Sochi Development as a in nonresidential premises under ain lease agreement, theexpressed rent Measures to Above Measures Reduce -

ddress: Moscow, ul. Belovezhskaya, 4. Moscow,ddress: ul. Belovezhskaya, Mansijsk Autonomous Promyshlenny Nizhnevartovsk, District, Uzel, Zapadny - Defining of the position of JSC MRSK Holding (representatives of JSC MRSK of JSC (representatives MRSK position the JSC of MRSK Holding of Defining nel 10, ul. Industrialnaya, 33 and owned by JSC by 33 owned and 10, ul.Tyumenenergo. nel Industrialnaya, transaction. 4. Market value appraisal of the movable property JSC by movable value of the owned appraisal Grids. 4. Market Russian Khanty Pa Substation807 facilities No. Kalugino grid of appraisal electric the value of 5. Market Region, Moscow District. at: Serpukhov located the Chai of 1. Election Deputy JSC of Grids. Directors Russian 2. Market value appraisaloffice the of building located of Republic at: Dagestan, village JSC. of Sirakhi and ownedNorthern by Caucasus, Botlikh, of IDGC lots parking outdoor and the meter1 square of total of area the underground lot, parking theand built a amount; 5. Market value of appraisal shares held JSCby in Russian Grids JSC VNIPIENERGOPROM. 1. and Directors the of of the items meeting on the Board the agendas the Holding) of Meeting of Shareholders Kubanenergo. General Extraordinary and Directors the of of the items meeting on the Board the agendas the Holding) JSC. of Caucasus, Meeting of Northern of Shareholders General Extraordinary IDGC the of 1. Approval of 6 Cable Lines Comprehensive the implementation of the to supervise agreement the of 2. Approval of Program Caucasus in in the North 2011 Networks in the specified facilities of construction the to supervise agreement the of 3. Approval of Program the Russian the Government Resolutionof by the of approved Mountain Climate Resort party transaction.2007, which December 29, is a related No. 991 of Federation 3. Market value value 3. Market position the JSC of of 2. Defining

20, 2013; 20, 2013; No. 55 21, 2013; No. 59 21, 2013; 30, 2013; No. 60 30, 2013; January January December

Strategy Committee Strategy

- - 457

receivables e: “Approval of of a “Approval e:

r the real property located Rostov at: real property the r n of JSC MRSK Holding (representatives of JSC MRSK of JSC (representatives MRSK JSC MRSK Holding n of

saction associated with the acquisition by the Russian Federation Russiansaction Federation the with the by acquisition associated 587 a, 4 to be entered into by and between OAO South Center of Power OAO of South into andCenter by 4 between a, entered to be Engineering Real Estate and JSC RealSCPE.” and Estate Engineering of the report of the management organization, JSC FGC UES, for the period period the for JSC UES, organization, FGC management the of report the of on the item on the agenda of the Extraordinary General Meeting of General Meeting the of Extraordinary agenda item on the on the

Don, prospekt 2 to prospekt beDon, enteredBudyonnovsky, into and by betweenSouth OAO Don, ul. Litvinov 8. Approval of the tran the of 8. Approval 4. Defining of the positio the of 4. Defining of General Meeting the of Extraordinary agenda item on the on the Holding) of a “Approval Estate: Real Engineering Power OAO of of South Center Shareholders lease the fo transaction, namely major agreement JSC RealSCPE.” and Estate of Power Engineering Center of JSC (representatives MRSK position the JSC of MRSK Holding of 5. Defining Holding) of a “Approval Estate: Real Engineering Power OAO of of South Center Shareholders locatedlease the Rostov forreal property at: the transaction, namely major agreement on - of JSC (representatives MRSK position the JSC of MRSK Holding of 6. Defining of General Meeting the of Extraordinary agenda item on the on the Holding) of a “Approval Estate: Real Engineering Power OAO of of South Center Shareholders locatedat: lease the real property the namely agreement for transaction, major ul. 22 to Volgograd, beAkademicheskaya, into by entered betweenSouth and OAO of Power Center of JSC (representatives MRSK position the JSC of MRSK Holding of 7. Defining of General Meeting the of Extraordinary agenda item on the on the Holding) Estat Real Engineering Power OAO of of South Center Shareholders locatedat: lease the real property the namely agreement for transaction, major 116ul. Starokubanskaya, Krasnodar, to be into by entered betweenSouth and OAO JSC RealSCPE.” and Estate of Power Engineering Center party transaction. in JSCis a related which MRSK shares additional of Holding, on thesole JSCstatus the Holding of of of body 1. Report executive MRSK subsidiariesby dependentof provided and companies distribution services electricity for changing receivables in of the halfresults the JSC second and overdue MRSKHolding 2012. of for Budget the JSC2013. of 2. Review Holding MRSK 3. Review Engineering Real Estate Estate JSC Real and SCPE.” Engineering on -

27, 2013; No. 27, 2013; 61 February

ROSSETI ANNUAL REPORT 2013

458

31.10.2011 of 31.10.2011 of -

ogy, Automationogy, and

o by and between OAO and between o by

by and between OAO Siberian between OAO and by

Extraordinary General Meeting of General Meeting Extraordinary e Extraordinary General Meeting of General Meeting Extraordinary e Lease Agreement No. 36/A Agreement Lease

588 uthorized of the capital meansby Company ofthe ofplacement

Determination of ofthe Determination Agreement the price Procedure the forControllingfor and Energy Scientific and CenterRealEnergy Technical Estate and Siberian ScientificZAO Energy Center. Technical and from 1,October from 2012, to 31, 2012, on December powers exercisedthe underAgreement DistributionCompanies JSC the Grid of Transferof the Powers for Interregional No. 1007 of10, 2012. Exe Sole July Body cutive Holding’s implementationon the 2012sole the of body executive Company’s the of 4. Report to implement the the ofof plan Company JSC andaction Strategy Holding MRSK Dependent and Subsidiaries on Companies Technol Information incurred expenses. actually Untilfor Telecommunications 2016 with justification of JSC Development Russian the StrategyGrids. for of 1. Review Property Addendum of 2 to No. 1. Approval October 31, 2011, between JSC MRSK party transaction. related Holding и NURENERGO, JSC, which of JSC (representatives MRSK position the JSC of MRSK Holding of 2. Defining is a th of agenda item on the on the Holding) OAO of SiberianShareholders ScientificEnergy andCenter Technical Estate: Real the the transaction, namely of lease major for property a agreement “Approval real located Tomsk, at: prospekt Kirova, 36 to be into entered of JSC (representatives MRSK position the JSC of MRSK Holding of 3. Defining the of agenda item on the on the Holding) OAO of SiberianShareholders ScientificEnergy andCenter Technical Estate: Real the the transaction, namely of lease major for property a agreement “Approval real int ul. entered 1 to at: be located Pomyalovskogo, Irkutsk, Siberian Energy and Estate Center ZAO ScientificReal Technical and Energy Siberian Technical and Center. Scientific in the Company. shares price of ordinary the offering additional of 1. Determination 2. transaction. party Shares in JSCrelated UES, which is a Voting FGC shares.” additional issue the concerning Shareholders of Meeting General Extraordinary the 4. Proposals for 3. Proposals for the Extraordinary General Meeting of Shareholders concerning the issue the concerning Shareholders of Meeting General Extraordinary the 3. Proposals for in the“Increase a

18, 2013; No. 62 18, 2013; No. 63 22, 2013; 4, 2013; No. 64 4, 2013; April March March

e 459 to by to by . Russian Grids) Russian Grids)

the secondof quarter

l of Addendum Addendum l of 2 to No. Real

meeting of the Board of Directors and the General and Directors theGeneral of the of Board meeting

YeKB/2008/1.439.08 11, March of 2008 to be entered - SPA/2008 of March 13, 2008 to be entered into by and into by entered 13, 2008 to be SPA/2008 March of setting system for the repair of electric equipment system forof grid repair electric the setting

- - ChEL/2008/1.440.08 of March 11, 2008, to be entered in entered 11, 2008, to be March of ChEL/2008/1.440.08 - 589 ment No. 1 g ofposition the JSC of g JSC of (representatives Russian Grids Russian Grids) Improvement of the of rate Improvement Property AgreementProperty Lease No. 1 between intoand by OAO Urals Power Real EngineeringCompany Estate and Urals Company, transaction.” is a major which Engineering Power 3. Definin of of OAO Meeting Extraordinary Shareholders General of the on the item agenda to 5 Property No. Real Addendum of “Approval Estate: Center Real UES Engineering “Approval of the Agreement for the Procedure for Controlling and Voting Shares in and JSC for the Controlling of Procedure the Agreement for “Approval transaction.” party related UES, which is a FGC 5. of the Budget 6. On the Company. Committee for Strategy the of budget the of approval Tentative 1. 2013. ofposition2. Defining the JSC of JSC of (representatives Russian Grids Russian Grids) of of OAO Meeting Extraordinary Shareholders General of the on the item agenda “Approva Estate: Real Engineering Power Company Urals Lease Agree Estate Teploelectroproject UES Real and OAO Center Engineering Institute between transaction.” OJSC, is a major which ofposition4. Defining the JSC of JSC of (representatives Russian Grids Company “Approval No.Estate: Addendum Real Engineering of 2 to Property Real 1 No. Agreement Lease RealPower Company and UralsEstate Urals OAO Engineering between Power and Company, transaction.” is a major which Engineering JSC. of Meeting of Shareholders Chechenenergo, General Extraordinary JSCof Assets Noncore of forDisposing Strategy the in implementing 1. Progress Subsidiaries and Dependent MRSKand Holding JSCHolding andof Companies MRSK on the item agendaitem meetingon the on the the of Power of OAO Board of Urals Directors ofposition5. Defining the JSC of JSC of (representatives Russian Grids Russian Grids) the of items agendas on the of Shareholders JSCof Meeting LENENERGO. ofposition6. Defining the JSC of JSC of (representatives Russian Grids Russian Grids) items on the ofagendas meeting the the of th of and Board Directors

16, 2013; No. 65 16, 2013; No. 66 29, 2013; April April

ROSSETI ANNUAL REPORT 2013

460

progress forprogress facilities intended - in -

Shareholders of JSC Russian Grids JSC of Russian Grids Shareholders

s financial and economic activities for economic activities and s financial

to be entered into by to be between intoand by entered JSC Russian

Russian Grids’s lossGrids’s on distribution and profit Russian based nal ordinary shares inJSC. shares Chechenenergo, ordinary nal dispatching, and distribution and and heat. electricity dispatching, of

associated with, among other things,abolishment the other the of with, among associated

related decision making with respect to senior management of management to senior with making respect decision related rid organizations’ activities. rid organizations’ - 590

C Russian Grids’s subsidiaries and dependent companies. dependent and subsidiaries C Russian Grids’s oposals theoposals to change of use assetsdisposal or noncore JSC of Holding and MRSK 6. System for personnel for 6. System JS 7. Comprehensive the road (specifying map actions participants, all including of federal system the management Grids JSC authorities) regarding executive Russian regional and with problems dealing and pr JSC dependent of and companies subsidiaries Holding. MRSK Operational to the to access relation in services for agreement the of 2. Approval Portal information system Reporting 2012. for Cost Budget Company’s of the implementation on the 3. Report report the of 1. Review on JSCHolding’ MRSK 2012. JSCof Powers the of forTransfer the addendum to an Agreement of 2. Approval DistributionCompanies Grid Interregional SoleHolding’s Executive No. 1007 ofBody 10, 2012. July in 2012. results performance dividends for of amount the on shares in 4. Recommendations JSC forGrids Russian dividendprocedure. the for payment 2012 and of Meeting General Annual the 5. Proposals for andinsurance liability for the the contract directors of “Approval issue concerning transaction.” is a relatedwhich party officers, of last grid the attraction sectormile additional investments mechanism, to the electric agreements,the of contracts and means service using concession energy and by g of territorial regulation to (moneybe theand value) of acquired property price the of 1. Determination party JSCtransaction in connection by as a of the Grids result related transferred Russian additio of acquisition with the oftransfer title the to that is 2. Approval of theowned JSC by property Russian Grids intangible assets, and construction assets, is capital and transmission, the generation, Grids and OOO IT Energy transaction. is a which Service, related party Energy and OOO Grids IT for3. Recommendations JSC

14, 2013; No. 67 14, 2013; No. 68 20, 2013; May May May

461

transaction.”

is a related party is transaction. related a by JSC of Grids by uncertificated additional Russian

General Meeting of Shareholders to decide of issue on the Meeting Shareholders General Chechenenergo, JSC, which is a related party party JSC, is a related transaction.” which Chechenenergo, e right period, which is a related party period, transaction. is which related right a e

to March 31, 2013, on the powers exercised under Agreement for under Agreement exercised powers 31, 2013, on the to March 591

the agreement between JSC Russian Grids and IDGC of Northern Northern of JSC and Grids IDGC between Russian agreement the C Russian Grids’s holding a stake in Kubanenergo. stake a holding C Russian Grids’s 4. JSC Russian Grids’s holding a stake in Chechenenergo, JSC. in Chechenenergo, stake a 4. JSC holding Russian Grids’s to in property Kubanenergo) by the of acquired the of be (shares price 5. Determination which transaction, JSC the under Russian Grids the of 6. Proposals for on theMeeting Annual of “Approval General issue Shareholders of 3. Approval of 1st the quarter for activities economic and financial Grids’s JSC Russian on 4. Report 2013. period the for JSC UES, organization, FGC management the of report the of 5. Review 1, 2013, January from 3. Proposals for the Annual General Meeting of Shareholders to decide of issue on the Meeting AnnualShareholders the General 3. Proposals for oftransactionthe with the“Approval in JSC by connection acquisition ofGrids Russian shares in ordinary additional in connection in Company the transaction the with acquisition shares the of by party is a related which JSC from Tyumenenergo, Kubanenergo shares in ofordinary theproperty (additional of the price 7. Determination transaction (associatedthe JSC under acquired to be by Russian Grids Kubanenergo) party transaction. is a which related transactions), Annual the 8. Proposals for the of “Approval transaction transactions) (associated in connection withacquisition the JSC shares which in ordinary by additional Kubanenergo, of Russian related Grids is a transaction.” party 9. JS in Caucasus, JSC. stake of a Northern IDGC 1. JSC holding Russian Grids’s Northern of JSC and Grids IDGC between Russian agreement the of 2. Approval JSCCaucasus, the for acquisition JSC of process the JSC in Caucasus, Northern of shares in ordinary IDGC registered right which related is itsthereto, a preemptive in relation exercising Russian Grids’s transaction. party JSC JSC Caucasus, the of Grids for by uncertificated acquisition additional Russian the ordinary shares NorthernJSC of after in Caucasus, registered placed to be IDGC expiration the preemptiv of theTransfer the of Powers JSCof DistributionHolding’sCompanies Grid Interregional

June 3, 2013; No. 69 June 3, 2013;

ROSSETI ANNUAL REPORT 2013

- 462 dditional Holding’s Sole Holding’s

ities for 2012 as related 2012 as ities for

on the termination of the Company’s holding on the the Company’s of termination a ERGOPROEKT NonprofitERGOPROEKT Partnership.”

592

JSC Russian Grids Budget forJSC 2013. Budget Grids Russian

the of agenda the meeting of the ofBoard Directors of JSC MOESK “JSC

Russian Grids for the second half of half 2013. the second for Russian Grids

2. Defining ofposition2. Defining the JSC of JSC of (representatives Russian Grids Russian Grids) North of Directors of of IDGC the of Board meeting the of agenda item on the on the decision of the approval West: “Tentative in OAO stake SkazkaLesnaya means by of transferring title to a stake (97.96%)in the capital.” authorized ofposition3. Defining the JSC of JSC of (representatives Russian Grids Russian Grids) on the item for (Nonprofit Partnership Connection in Infrastructure Network membership MOESK’s Sole Executive Body 10, 2012. No. July 1007 of Sole Body Executive activfinancial and economic on JSCHolding’s 6. Report MRSK indicators of and performance theirmethods to contents for the the key defining target values. in JSC stake a UES. FGC 7. JSC holding Russian Grids’s of 8. Determination the value of themoney to be property used payment as for a in JSCshares Grids. Russian offor Grids JSCPlan the the of Strategy for 1. Approval Implementing Russian Electricity Distribution for to Reduce Receivables Efficiency Measures the of Improving Services. the of 2. Review ofposition1. Defining the JSC of JSC of (representatives Russian Grids Russian Grids) JSC of Directors TDC “The of the of Board meeting the of agenda the item on on the membership in EN Company’s Joint of Company branch a Stock Supervision Center, Technical 2. Establishment of Russian Grids. Board Directors the Committee of of Strategy the of of budget the approval 1. Tentative of JSC through Standards) NetworkConnection Uniform to Developing Assistance establishment.” period the for JSC UES, organization, FGC management the of report the of 1. Review 1,April from 2013, to June 14, 2013, on the powers under exercised Agreement thefor of the PowersTransfer of Companies Distribution JSC Grid Interregional 10, 2012. No. 1007 of July Body Executive

13; No. 73 13; No. July 70 3, 2013; No. July 71 24, 2013; No. August No. 72 9, 2013; August 26, 20

463

eholders of JSCeholders of o Real Property Property o Real , which is a related

ich party related transactions. are village village Chernoluchinskyof ,

based technical supervision services between JSC servicesbasedsupervision technical between - FGC UES,FGC JSC Grids, OOOand Russian whichIntelInfo, is a cision on the Company’s entering into a transaction intoCompany’s a cision on the entering associated

593

Omsk Region, Omsk District t:

ounting (UBK), between JSC FGC UES and JSC Russian Grids, which is a related related is JSCa between which Grids, JSCounting UES (UBK), and Russian FGC itional shares.” 3. Review oftransfer sale)3. Review the (purchase and the agreement for exclusive right to an 2. Defining ofposition2. Defining the JSC of JSC of (representatives Russian Grids Russian Grids) item on the on the of agenda meeting the Directors of of Board IDGC Siberia, of dethe of JSC: “Approval transmission, generation, the distribution and dispatching, heat and electricity and of a located transaction.” party ofposition3. Defining the JSC of JSC of (representatives Russian Grids Russian Grids) Meeting Shar of General Extraordinary the of agenda item on the on the VPEC. in JSC stake a 4. JSC holding LENENERGO. Russian Grids’s measuresStrategy the of the priority implementing high schedulefor the of 1. Review of JSC Development Russian Grids. for ofposition1. Defining the JSC of JSC of (representatives Russian Grids Russian Grids) JSCUES of Directors FGC of the of Board meeting the of agenda the item on on the in the “Increase authorizedofJSC capital UES meansby of FGC the ofplacement add of JSC of Directors Board the Committee of Strategy the of Secretary the of 1. Election Russian Grids. Contract No. for 15/2013 agreement of transfer debt and assignment the of 2. Review 29, July 2013, among JSC party transaction. related Beneficiary computer the program: Counterparty item, property namely intellectual Acc transaction. party the of fee agreements 1. Approval for wh grid companies, and electric Russian Grids ofposition2. Defining the JSC of JSC of (representatives Russian Grids Russian Grids) item on the on the ofagenda meeting the the Directorsof of OAO of Board t 3 No. Addendum of “Approval Estate: Real VNIPIENERGOPROM Agreement Lease No. 1/410/10 KzF of17, January 2011, to be into by entered and with transferring title to thewith transferring property that is real intended capital thanassets for other use

75 21, 2013; No. 77 October 16, 2013; No. 16, 2013; October No. 76 30, 2013; October November November September 17, 2013; 17, 2013; No. 74 September

ROSSETI ANNUAL REPORT 2013

- 464

idiaries and dependent

f JSC Russian Grids. Shareholders concerning the issue concerning Shareholders Customer, and GovernmentCustomer, and Relations o be entered into by and between JSC and between into by entered o be ompanies ofompanies JSC due toHolding MRSK 2018 JSC the and Russian Grids forBudget – based technical supervision services between JSC between services basedsupervision technical

and dependent companies dependent and related decision making with respect to senior management of management to senior with making respect decision related - 594 - fee for agreement

Implications of the termination the last lostof mile of measures agreements, to Implications reduce Draft of theof Draft Concept the Policy onof the Clarifying Mechanism of Information Last 2014. JSCJSC UES, between FGC agreement services the and Russian Grids of 3. Approval transaction. party is a related which the of 4. Approval medium small and for on tariffs consumption,impact their and electricity interrupted between OAO Estate between VNIPIENERGOPROMReal and TANDER,ZAO is a which transaction.” major t lease agreement property the of 1. Approval transaction party related UES, which is a and JSCRussian Grids FGC for 2013. of the JSC Budget adjusted Russian Grids 1. Approval of the2. Characteristics formulating business subs of plans of JSCcompanies Grids for Russian 2014 transaction. party related UES, which is a and JSCRussian Grids FGC of Meeting General Extraordinary the 1. Proposals for the management organization, theJSCUES.” of of termination FGC powers “Early personnel for 1. System JSC subsidiaries Russian Grids’s 1. subsidiaries affecting income dependent and c sized businesses. of JSC Development Russian the StrategyGrids. for of 1. Review 1. andMileAgreements the of Their Termination Implications for Civilof Institutions Society. the of 1. Election Deputyof the Society, Chairman JSC of Grids. of PolicyBoard Directors Russian Committee of the and Information theGovernment of Secretary and Customer, the Society, of Relations and2. Election o Directors Committee of Board Policy of the Information andCustomer,Society, the of work the to organize proposals the of 3. Review

22, 2013; No. 5 21, 2013; No. 21, 2013; 2 20, 2013; 20, 2013; No. 78 23, 2013; No. 79 18, 2013; No. 3 18, 2013; 3, 2013; No. 23 3, 2013; 30, 2013; No. 4 30, 2013; 15, 2013; No. 24 15, 2013; May May April May May March February November November December December

Committee Committee Remuneration Remuneration Nomination and Government Relations Government Society, Customer, and Customer, Society, and Information Policy andPolicy Information

465 for the for of the Society, Customer, and Government Government Relations and and Customer, Society, the of

595

2014. Approval of the action plan action the of Approval

Government Relations and Information Policy Committee of the Board of Directors ofof Directors Committee Board Policy the of Relations and Government Information JSC Russian Grids. 1. JSC of CommitteeGrids of Board the Directors Policy Russian of Information half of first

20, 2013; 20, 2013; No. 6 December

ROSSETI ANNUAL REPORT 2013

9.10.9.10. Contact Contact Information Information

Joint stock company “Russian Grids” (JSC “Russian Grids”)

Registered address: 107996, Moscow, Ulansky pereulok, 26

Place of business: 4, Belovezhskaya st., Moscow, 121353, Russian Federation

Taxpayer Identification Number (INN)/Primary State Registration Number (OGRN)

7728662669/1087760000019

Unified State Register of Corporate Entities Series 77 No. 011168002 of July 1, 2008

Russian Classifier of Businesses and Organizations (OKPO) 94129941

Telephone/fax: (495) 995-53-33, 664-81-33 (9 a.m. to 6 p.m. Moscow time)

www.rosseti.ru

Department for Corporate Governance, Investor and Shareholder Relations: 596 Toll-free shareholder hotline: 9 a.m. to 6 p.m. Moscow time, Mon. through Fri. Telephone: (495) 974-87-40

E-mail: [email protected]

AUDITOR

Full business name: Closed joint stock company KPMG

Short business name: ZAO KPMG

Address: 129110, Moscow, Olimpijski prospekt, 18/1, room 3035

Telephone: (495) 937-4477

Fax: (495) 937-4499

E-mail: [email protected]

DEPOSITARY BANKS

466

Bank of New York (GDR): 101 Barclay street, 22 floor, New York

New York 10286, United States of America www.bankofny.com

REGISTRAR

ZAO STATUS Registration Company:

Address: 109544, Moscow, ul. Novorogozhskaya, 32/1

Telephone: +7 (495) 974-83-45, 974-83-50

Fax: +7 (495) 678-71-10 www.rostatus.ru

REGISTRAR OFFICES 597 1. Alekseyevka Office Adress: 309850, Belgorod Region, Alekseyevka, ul. Frunze, 2A, k. 13-14 Telephone/Fax: (47234) 3-25-18 E-mail: [email protected] Director: Galina Dmitryevna Kuznetsova

2. Arkhangelsk Office Address: 163000, Arkhangelsk, ul. Rozy Luksemburg, 5, korp. 1 Telephone/Fax: (8182)633260 E-mail: [email protected]; Director: Irina Ruslanovna Detkova

3. Bashkir office Adress: 450001, Republic of Bashkortostan, Ufa, ул. Кировоградская, д. 36/2, 3-й этаж Telephone/Fax: (347) 216-37-44 E-mail: [email protected]

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ROSSETI ANNUAL REPORT 2013

Director - Yulia Vladimirovna Reznikova

4. Vladivostok Office Address: 690001, Vladivostok, Pogranichnaya st., 6 Telephone/Fax: (4232) 22-45-18 E-mail: [email protected] Direcror - Alexander Mikhailovich Miroshnichenko

5. Vladikavkaz Office Address: 362003, Republic of North Ossetia-Alania, Vladikavkaz, ul. Karla Marksa, 25 Telephone/Fax: (8672) 252356 E -mail: [email protected] Director: Andrey Tatushevich Tandelov 598 6. Vologda Office Address: Russia, 160000, Vologda, Dobrolyubova st., 26 Telephone/Fax: (8172) 54-87-46 E -mail: [email protected] Director: Yelena Mikhailovna Kupriyanova

7. Voronezh Office Address: 394036, Voronezh, Feoktistova st., 4 Telephone/Fax: (4732) 53-13-54, 64-44-47, 64-44-49 E-mail: [email protected] Director - Dmitry Ivanovich Potapov

8. Izhevsk Office Address: Russia, 426011, Udmurtian Republic, Izhevsk, 10 let Oktyabrya st., 53, office 456 Telephone/Fax: 8 (3412) 90-13-30 E-mail: [email protected]

468

Director - Lyudmila Grigoryevna Volkova

9. Irkutsk office Adress: Russia, 664003, Irkutsk region, Irkutsk, Dzherzhinskogo st.,7, office 4

Telephone/Fax: (3952) 20-09-83

E-mail: [email protected]

Director - Anna Valerievna Khlebnikova

10. Yekaterinburg Office Address: 620026, Sverdlovsk Region, Yekaterinburg, Lunacharskogo st., 185, office 406 Telephone/Fax: (343) 287-18-39, 8 (922)169-21-50 E-mail: [email protected] Director - Pavel Anatolyevich Ivanov

11. Kaluga Office Address: 248002, Kaluga, Saltykova-Shchedrina st., 23, office 3 599 Telephone/Fax: (4842) 56-43-07, 56-43-06, 56-31-90 E-mail: [email protected] Director - Boris Ivanovich Poltoratsky

12. Kostroma Office Address: 156000, Kostroma, Pyatnitskaya st., 49 Telephone/Fax: (4942) 31-64-04 E-mail: [email protected]; Director - Mikhail Aleksandrovich Ipatov

13. Krasnodar Office Address: 350000, Krasnodar, Krasnoarmeyskaya st., 30/1, office 902 Telephone/Fax: (861) 274-88-85, 274-88-86 E-mail: [email protected] Director - Ilona Andreyevna Kalmykova 469

ROSSETI ANNUAL REPORT 2013

14. Magnitogorsk Office Address: 455044, Chelyabinsk Region, Magnitogorsk, Zavenyagina st., 9 Telephone/Fax: (3519) 25-60-22, 25-60-23 E-mail: [email protected] Director - Sergey Sergeyevich Yasko

15. Naberezhnye Chelny Office Address: Russia, 423834, Republic of Tatarstan, Naberezhnye Chelny, prospekt Kh. Tufana, 6 Telephone/Fax: (8552) 35-80-89 E-mail: [email protected] Director: Nail Sabirovich Samigullin

16. Nakhodka office

600 Adress: 692904, the Primorsky Kray, Nakhodka, Portovaya st., 3а, office 704 Telephone/Fax: (4236) 62-05-20, 62-25-32 E-mail: [email protected] Director - Svetlana Alexandrovna Pritz

17. Nizhni Novgorod Office Address: 603155, Nizhni Novgorod, Bolshaya Pecherskaya st., 32, room 15 Telephone/Fax: (831) 220-53-65, 220-53-66 E-mail: [email protected] Director - Yevgeny Yevgenyevich Grishanin

18. Omsk office Address: 644043, Omsk, Kemerovskaya st., 10 Telephone/Fax: (3812) 25-05-50, 24-45-11 E-mail: [email protected] Director: Valentina Petrovna Mikhailova

470

19. Orenburg office Adress: 460021, Orenburg, 60 let Oktiabria st., 30 А, office 316

Telephone/Fax: (3532) 70-26-64

E-mail: [email protected]

Director - Tatiana Anatolievna Yatsuk

20. Oryol Office Address: 302028, Oryol, Saltykova-Shchedrina st., 32, Entrance 1, office 201

Telephone/Fax: (4862) 48-36-47

E-mail: [email protected] , [email protected] Director - Yelena Gennadyevna Fenicheva

21. Penza office Adress: 440052, Penza, Chkalova st., 52, bld. 1, office 12 601 Telephone/Fax: (8412) 23-10-15, 23-10-14 E-mail: [email protected] Director - Dmitry Vitalievich Makurin

22. Perm Separate Division Address: 614990, Perm, Lenina st., 50, office 702 Telephone/Fax: (342) 201-71-73 E-mail: [email protected] Director: Ghera Gennadievna Otdelnaya

23. Volga region office Adress: 410065, Saratov region, Saratov, Vtoroj Krasnoarmeisk tupik , 1А, office 811 Telephone/Fax: (8452) 459-000, доб. 65-14 E-mail: [email protected] Director - Yelena Nikolaevna Avdeeva

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ROSSETI ANNUAL REPORT 2013

24. Ryazan Office Address: 390000, Ryazan, ploshchad Sobornaya, 52, office 15 Telephone/Fax: (4912) 99-49-77, 28-44-76 E-mail: [email protected]; [email protected] Director: Larisa Konstantinovna Romashova

25. Rybinsk office Adress: 152903, Yaroslavl Region, Rybinsk, prospect Lenina, д. 148, каб. 113 Telephone/Fax: (4855) 29-66-00, (4855) 29-64-27 E-mail: [email protected] Rybinsk - Tatyana Nikolaevna Philippova

26. Samara Office

602 Address: 443100, Samara, Molodogvardeiskatya/ Iarmochnaya st., 167/3 Telephone/Fax: (846) 332-41-77, 332-82-29 E-mail: [email protected] Rybinsk Vladimir Vladimirovich Obukhov

27. Saint Petersburg Office Address: 197046, Saint Petersburg, ul. Chapayeva, 9, lit. A Telephone/Fax: (812) 702-43-03, 498-12-04 E-mail: [email protected] Director: Valery Eduardovich Albertovich

28. Saratov Office Address: 410031, Saratov, ul. Moskovskaya, 35, office 214 Telephone/Fax: (8452) 23-39-91, 23-74-82, 27-43-73 E-mail: [email protected] Director: Dmitry Aleksandrovich Dubovitsky

472

29.Syzran office Adress: 446010, Samara Region, Syzran, Hydroturbinnaya st. , 13

Telephone/Fax: (8464) 37-12-52, 37-24-18

E-mail: [email protected]

Director - Irina Fanilovna Onyshkina

30. Togliatti Office Address: 445051, Samara Region, Togliatti, Frunze st., 6A Telephone/Fax: (8482) 53-40-36, 53-40-23 E-mail: [email protected] Director: Olga Stanislavovna Tarasova

31. Ufa Office Address: 450030, Republic of Bashkortostan, Ufa, Industrialnoye shosse, 119 603 Telephone/Fax: (347) 238-32-77, 238-18-81 E-mail: [email protected] Director: Vladimir Petrovich Yatsko

32. Ulyanovsk Office Address: 432063, Ulyanovsk Region, Ulyanovsk, Mira st., 17А, office 4 Telephone/Fax: (8422) 42-30-55, 96-87-53 E-mail: [email protected] Director: Yelena Aleksandrovna Belova

33. Tomsk Office Address: Russia, 634021, Tomsk, prospekt Frunze, 132, room 300 Telephone/Fax: (3822) 44-26-23 E-mail: [email protected] Director: Natalia Mikhaylovna Yartseva

473

ROSSETI ANNUAL REPORT 2013

9.19.11.1. Glossary Glossary

ABBREVIATION

JSC «Russian Grids», Russian Grids, the Joint Stock Company «Russian Grids» Company

AC Authorized Capital

CAO Code of Administrative Offences of the Russian Federation

CHPP Combined heat and power plant

CSC Customer service center

EDN/ETN Electricity distribution/town networks

ENRs Electricity Network Regions 604 ETG Electricity transmission grids

ETGE Electricity transmission grid entity

FAS Federal Antimonopoly Service

FES Fuel and energy sector

FFMS Federal Financial Markets Service of the Russian Federation

FGC Federal Grid Company of Unified Energy System, FGC UES

FOCL Fiber-optic communications lines

FTS Federal Tax Service of Russia

FTS Federal Tariff Service of Russia

GVA Gigawatt-ampere

GW Gigawatt

IDGCs Interregional distribution grid companies

474

IEMS Integrated electricity metering system

IFRS International Financial Reporting Standards

IPS Integrated Power System

IPS AAG Intellectual Power System with an Actively Adaptive Grid

IR Investor/shareholder relations department

ITT Information technology and telecommunications

KPI Key performance indicators kVA Kilovolt

MICEX Power Index. The Sector Indices are market capitalization weighted indices calculated based on prices of the most liquid shares of MICEX PWR Russian issuers operating in the relevant economic sectors, admitted to trading on MICEX Stock Exchange, and included in the Broad Market Index calculation base. 605

MRR Minimum regulated revenue

A Russian stock market index included in the MSCI Emerging Markets MSCI Russia Index

MVA Megavolt-ampere

MW Megawatt

NC Network connection

NCC Network control center

NH Nominee holder

OL Overhead line

OTLP Overhead distribution lines with protected cables

PAR Protective and automatic relaying

PCN/PRFP Private competitive negotiations/private requests for proposals

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ROSSETI ANNUAL REPORT 2013

PTSs Package transformer substations

Regulatory Asset Base, a system of long-term tariff regulation aiming to encourage investment in the construction and modernization of grid RAB infrastructure and stimulate grid organizations to implement cost efficiency measures

RAS Russian Accounting Standards

RDC Research and development center

RGCs Regional grid companies

RP Relay protection

SAIDI SAIDI and SAIFI are reliability indicators used for the assessment of electricity distribution services. SAIDI shows the average outage SAIFI duration, and SAIFI shows the average interruption frequency

606 SDCs Subsidiaries and dependent companies

SO UPS System Operator of the United Power System

SS Substation

SWRA Sectoral Wage Rate Agreement

TGCs Territorial generation companies

TGE Territorial grid entity

TL Distribution line

TPP Thermal power plant

TPS Thermal power station

TPSOT Three-phase sealed oil transformer

TSD Technical standard documents

TTCSR Transformer-type controlled shunt reactor

476

UNEG Unified National Electric Grid

UPS United Power System of Russia

WGCs Wholesale generation companies

607

477

ROSSETI ANNUAL REPORT 2013

Report of the Internal Audit Commission Report of the Internal Audit Commission

Internal Audit Commission

JSC RUSSIAN GRIDS

______

Approved

by the Internal Audit Commission

(Minutes No. 3/2014 of April 30, 2014)

608

REPORT

OF THE INTERNAL AUDIT COMMISSION

of Joint Stock Company

RUSSIAN GRIDS

April 30, 2014

Moscow

478

I. INTRODUCTION

INTERNAL AUDIT COMMISSION INFORMATION AND INTERNAL AUDIT INFORMATION

The members of the Internal Audit Minutes of the Annual General Meeting Commission were elected by the General Shareholders of JSC Russian Grids of June Meeting Shareholders 28, 2013

The Chairman and the Secretary of the Minutes of the Internal Audit Commission of Internal Audit Commission were elected by JSC Russian Grids No. 1/2013 of July 19, the Internal Audit Commission 2013

Chairman of the Internal Audit Commission Alan Fyodorovich Khadziev

Secretary of the Internal Audit Commission Anna Valeryevna Drokova

Members of the Internal Audit Commission Karim Karimovich Samakhuzhin

Vladimir Vasilyevich Khvorov

Nikolay Grigoryevich Shulginov 609 Grounds for the inspection (internal audit): the financial and economic operations of JSC Russian Grids (hereinafter, the “Company”) were examined in accordance with the Federal Law “On Joint-Stock Companies”, the Articles of Association of the Company, and the Regulations for the Internal Audit Commission of the Company and pursuant to the decision adopted by the meeting of the Internal Audit Commission on March 31, 2014 (Minutes No. 2/2014 of March 31, 2014).

Time of the inspection: from April 1, 2014, to April 25, 2014.

Purpose of the inspection: to make an independent evaluation of the reliability of the information contained in the Annual Report and the annual accounting (financial) statements of the Company for 2013 prepared in accordance with Russian Accounting Standards (hereinafter, the “Statements”).

Examined period: from January 1, 2013, to and including December 31, 2013.

Subject of the inspection: the annual accounting (financial) statements, the Annual Report, ledgers, primary accounting records, and other documents related to the financial and economic operations of the Company.

Program of the inspection: approved by the meeting of the Internal Audit Commission (Minutes No. 2/2014 of March 31, 2014).

Procedure for the inspection: an on-site examination of documents.

Scope of the inspection: an examination on a test basis.

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ROSSETI ANNUAL REPORT 2013

The inspection was conducted in accordance with:

 Federal Law No. 402-FZ of December 6, 2011, “On Accounting”;  Order of the Ministry of Finance of the Russian Federation No. 34n of July 29, 1998, “On the Approval of the Regulations for Accounting and Accounting Statements in the Russian Federation”;  Regulations (Standards) for Accounting in the Russian Federation;  Order of the Ministry of Finance of the Russian Federation No. 66n of July 2, 2010, “On the Forms of Accounting Statements of Organizations”;  Regulations for the Disclosure of Information by Issuers of Issue-Grade Securities approved by Order of the Federal Financial Markets Service of the Russian Federation No. 11-46/pz-n of October 4, 2011;  Resolution of the Government of the Russian Federation No. 1214 of December 31, 2010, “On the Improvement of the Procedure for Managing Open Joint-Stock Companies Whose Shares Are Federally Owned and Federal State Unitary Enterprises”;  Accounting Policy approved by Order of the Company No. 737 of December 29, 2012, “On the Accounting Policy of JSC IDGC Holding” (as amended by Order No. 396 of July 16, 2013 “On Amendments to Order of JSC IDGC Holding No. 737 of December 29, 2012”);  Regulations for the Procedure for Statement Preparation in Accordance with Russian Accounting Statements approved by Order of the Company No. 414 of July 18, 2013;  Order of the Company No. 346 of June 17, 2013, “On the Distribution of 610 Responsibilities Among the First Deputy Directors General and Deputy Directors General of JSC Russian Grids” (as amended by Order No. 639 of November 6, 2013, and Order No. 705 of December 18, 2013);  Other legislative acts and the Company’s internal regulations and orders.