INFORMATION ON TRANSACTIONS MADE BY OAO
RAO "UES OF RUSSIA" IN 2007
In 2007, the Company did not enter into:
- any transactions with public companies (state unitary enterprises, joint stock companies
in which the government holds a controlling interest (50 percent plus one share) or a
"golden share");
- any transactions with companies holding 5 percent or more of the Company's shares.
Information on the Interested Party Transactions Approved by the
General Meeting of Shareholders of OAO RAO "UES of Russia" in 2007:
- Transaction or a series of transactions relating to the purchase by OAO RAO "UES of
Russia" of 86,916,003,794 additional ordinary shares in OAO "FGC UES" at
the offering price of RUB0.59 per share, with payment made in form of shares in
subsidiaries and dependent companies and RUB41,997,679,999.90 in cash (pursuant to the
resolution of AGM held 26 June 2007). Interested parties: members of the Management Board
and members of the Management Board of OAO RAO "UES of Russia: A.S.Voloshin,
V.B.Khristenko, G.O.Gref, A.V.Dementyev, A.B.Chubais, A.N.Rappoport, B.I.Ayuev, and
Yu.A.Udaltsov.
Information on Interested Party Transactions Approved by the Board
of Directors of OAO RAO "UES of Russia" in 2007:
- Agreement between OAO "Volzhskaya TGC" (as the Issuer) and OAO RAO "UES
of Russia" (as the Purchaser) to purchase 2,689,925,857 additional registered
ordinary shares in OAO "Volzhskaya TGC", par value of RUB1 each, at the offering
price of RUB1.59 per share, with payment made in form of shares in OAO "Orenburg
Thermal Generation Company" (Board minutes No. 244, dated 22 February 2007).
Interested party: member of the Management Board of OAO "UES of Russia"
V.E.Avetisyan.
- Transaction or a series of transactions relating to the entry into agreements for the
sale of property (assignment of property rights) between OAO RAO "UES of Russia"
(as the Seller) and OAO "HydroWGC" (as the Purchaser) for the total amount of
RUB1,089,850,939 (exclusive of VAT) (Board minutes No. 244, dated 22 February 2007).
Interested parties: members of the Management Board and members of the Management Board of
OAO RAO "UES of Russia V.B.Khristenko, A.B.Chubais, Ya.M.Urinson, V.Yu.Sinyugin,
A.N.Rappoport, and B.I.Ayuev.
- Agreement for the lease of immovable and movable property between OAO RAO "UES of
Russia" (as the Lessor) and OAO "HydroWGC" (as the Lessee). The rent under
the Agreement is RUB294,053.11 per month, inclusive of VAT (Board minutes No. 247, dated
19 March 2007). Interested parties: members of the Management Board and members of the
Management Board of OAO RAO "UES of Russia" V.B.Khristenko, A.B.Chubais,
Ya.M.Urinson, V.Yu.Sinyugin, A.N.Rappoport, and B.I.Ayuev.
- The agreement for the sale of intellectual property (Feasibility Study
"Re-equipment and Modernization of the Automatic Protective System in the 220-750 kV
Network of the North-West IES) between OAO RAO "UES of Russia" (as the Seller)
and OAO "SO UES " (as the Purchaser). The transaction amount is RUB4,130,000,
inclusive of VAT (Board minutes No. 248, dated 30 March 2007). Interested parties: members
of the Management Board and members of the Management Board of OAO RAO "UES of Russia
A.S.Voloshin, V.B.Khristenko, G.O.Gref, A.B.Chubais, B.I.Ayuev, A.N.Rappoport, and
Yu.A.Udaltsov.
- Agreement between OAO "TGC-1" (as the Issuer) and OAO RAO "UES of
Russia" (as the Purchaser) to purchase 13,699,871,381 additional registered ordinary
shares in OAO "TGC-1", par value of RUB0.01 each, at the offering price of
RUB0.0162 per share, with payment made in form of shares in OAO "Murmanskaya
CHPP" (Board minutes No. 250, dated 27 April 2007). Interested party: member of the
Management Board of OAO "UES of Russia" A.V.Chikunov.
- Agreement for fiduciary management of shares in Interregional Distribution Companies
(IDCs) between OAO RAO "UES of Russia" (as the Settlor) and OAO "FGC
UES" (as the Fiduciary Manager). The amount of the Fiduciary Manager's management fee
is not fixed, and is broken into the base management fee and additional management fee.
The fees will be paid out of the margin between the dividends actually accrued (declared)
on all shares under management for the reporting period, and the amount of Target
dividends, net of income tax (the "Gain"). The base management fee will be
distributed as follows: 1. for the period from the date of the Agreement until 31 December
2007, not more than RUB169,564,679.50; 2. for the remaining period, not more than the
amounts set by the Settlor. The part of the Gain remaining after the payment of the base
management fee shall be distributed as follows: 70% will be held by the Settlor, 30% will
be paid by the Settlor as a fee to the Fiduciary Manager (additional management fee)
(Board minutes No. 251, dated 16 May 2007). Interested parties: members of the Management
Board and members of the Management Board of OAO RAO "UES of Russia A.S.Voloshin,
V.B.Khristenko, G.O.Gref, A.V.Dementyev, A.B.Chubais, A.N.Rappoport, B.I.Ayuev, and
Yu.A.Udaltsov.
- Agreement between OAO "Russian Communal Systems" ("RCS") and OAO RAO
"UES of Russia" to purchase 7,500,000 additional registered ordinary shares in
OAO "RCS", par value of RUB100 each, for RUB7,500,000 (Board minutes No. 252,
dated 25 May 2007). Interested party: Deputy Chairman of the Management Board of OAO RAO
"UES of Russia" Ya.M.Urinson.
- Transaction or a series of related transaction involving the sale by OAO RAO "UES
of Russia" to OAO "FGC UES" of plant and equipment used for electricity
transmission. The transaction amount is RUB704,585,942 (Board minutes No. 253, dated 15
June 2007). Interested parties: members of the Management Board and members of the
Management Board of OAO RAO "UES of Russia A.S.Voloshin, V.B.Khristenko, G.O.Gref,
A.V.Dementyev, A.B.Chubais, A.N.Rappoport, B.I.Ayuev, and Yu.A.Udaltsov.
- Transaction involving the sale by OAO RAO "UES of Russia" to OAO "FGC
UES" of 14,499 uncertificated registered ordinary shares in OAO
"Energostroysnabkomplekt" at a price of RUB206,250,775 equal to its market value
determined by an independent appraiser (Board minutes No. 253, dated 15 June 2007).
Interested parties: members of the Management Board and members of the Management Board of
OAO RAO "UES of Russia A.S.Voloshin, V.B.Khristenko, G.O.Gref, A.V.Dementyev,
A.B.Chubais, A.N.Rappoport, B.I.Ayuev, and Yu.A.Udaltsov.
- Agreement for fiduciary management of shares in ZAO "Severo-Zapadnaya CHPP",
OAO "Kaliningradskaya CHPP-2", OAO "Sochinskaya TPP", OAO
"Ivanovskie PGU", OAO "Sangtuda HPP-1", and OAO "Test Bed of the
Ivanovskaya TPP" between OAO RAO "UES of Russia" (as the Settlor) and ZAO
"INTER RAO UES" (as the Fiduciary Manager). The amount of the Fiduciary
Manager's management fee is not fixed, and consists of the base management fee and
additional management fee. The fees will be paid out of the margin between the dividends
actually accrued (declared) on all shares under management for the reporting period, and
the amount of Target dividends, net of income tax (Gain). The base management fee is equal
to RUB1. The part of the Gain remaining after the payment of the base management fee shall
be distributed as follows: 70% will be held by the Settlor, 30% will be paid by the
Settlor as a fee to the Fiduciary Manager (additional management fee) (Board minutes No.
254, dated 22 June 2007). Interested parties: Deputy Chairman of the Management Board of
OAO RAO "UES of Russia" L.V.Drachevsky, member of the Management Board of OAO
"UES of Russia" A.N. Rappoport.
- Transaction or a series of related transactions between OAO "Power Machines"
(as the Seller) and OAO RAO "UES of Russia" (as the Purchaser) involving the
purchase of additional uncertificated registered ordinary shares in OAO "Power
Machines", par value RUB0.01 per share, at the offering price to be determined by the
Board of Directors of OAO "Power Machines" after the expiration of the period of
the pre-emptive right to purchase additional shares in OAO "Power Machines". The
quantity of such shares shall not be greater than: 1) the quantity of shares proportionate
to the percentage of the uncertificated registered ordinary shares in OAO "Power
Machines" owned by OAO "TGC-1" as of the record date for determining the
persons entitled to the pre-emptive right to purchase additional shares in OAO "Power
Machines"; the number of shares remaining after the exercise of the pre-emptive right
to purchase the additional shares in OAO "Power Machines" multiplied by the
ratio of the consolidated shareholdings in OAO "Power Machines" owned by OAO RAO
"UES of Russia" and OAO "TGC-1" as of the record date for determining
the persons entitled to the pre-emptive right to purchase additional shares in OAO
"Power Machines", to the total number of shares in OAO "Power
Machines" owned by Siemens AG, Burbot Limited, OAO RAO "UES of Russia" and
OAO "TGC-1" as of the record date for determining the persons entitled to the
pre-emptive right to purchase additional shares in OAO "Power Machines" (Board
minutes No. 254, dated 22 June 2007). Interested parties: members of the Management Board
of OAO "UES of Russia" B.F.Vaynzikher, and V.P.Voronin.
- Agreement to sell 185,639,860 shares in OAO "Power Machines", par value
RUB0.01 per share, worth RUB795,965,000, between OAO "TGC-1" (as the Seller) and
OAO RAO "UES of Russia" (as the Purchaser) (Board minutes No. 254, dated 22 June
2007). Interested parties: member of the Board of Directors of OAO RAO "UES of
Russia" A.E. Bugrov and member of the Management Board of OAO RAO "UES of
Russia" A.V. Chikunov.
- Transaction or a series of related transaction involving the sale by OAO RAO "UES
of Russia" to OAO "FGC UES" of plant and equipment and construction in
progress used for electricity transmission. The transaction amount is RUB107,901,742
(Board minutes No. 255, dated 25 July 2007). Interested parties: members of the Management
Board and members of the Management Board of OAO RAO "UES of Russia A.S.Voloshin,
V.B.Khristenko, G.O.Gref, A.V.Dementyev, V.V.Rashevsky, A.B.Chubais, A.N.Rappoport,
B.I.Ayuev, and Yu.A.Udaltsov.
- Agreement between OAO "SO UES" (as the Seller) and OAO RAO "UES of
Russia" (as the Purchaser) to sell 2 interest-bearing promissory notes of OAO
"SO UES " worth a total of RUB469,300,000, bearing interest an annual rate of 7%
(paid on a quarterly basis), redeemable on demand, provided that the promissory notes may
not be presented for redemption before 31 December 2012 (Board minutes No. 255, dated 25
July 2007). Interested parties: members of the Management Board and members of the
Management Board of OAO RAO "UES of Russia" A.S.Voloshin, V.B.Khristenko,
G.O.Gref, A.V.Dementyev, S.Remes, A.B.Chubais, B.I.Ayuev, A.N.Rappoport, and
Yu.A.Udaltsov.
- Share Purchase Agreement between OAO "SO UES" and OAO RAO "UES of
Russia" in respect of 289,439,436 additional registered ordinary shares in OAO
"SO UES ", par value RUB1 each, at the offering price of RUB3.55 per share, with
payment to be made in form of shares in OAO "NIIPT" (Board minutes No. 255,
dated 25 July 2007). Interested parties: members of the Management Board and members of
the Management Board of OAO RAO "UES of Russia" A.S.Voloshin, V.B.Khristenko,
G.O.Gref, A.V.Dementyev, S.Remes, A.B.Chubais, B.I.Ayuev, A.N.Rappoport, and
Yu.A.Udaltsov.
- Transaction or a series of related transactions between OAO "HydroWGC" and OAO
RAO "UES of Russia" to purchase 882,153,035 additional registered ordinary
shares in OAO "HydroWGC", par value RUB1 each, at the offering price of RUB1.73
per share, with payment to be made in form of shares in OAO "Zelenchukskie
HPPs", OAO "Sulakenergo", OAO "Zaramagskie HPPs", OAO
"Vilyuyskaya HPP-3", OAO "Krasnoyarskaya HPP", OAO
"Severo-Osetinskaya HGC", OAO "ESKO UES", OAO "OP
Verkhnee-Mutnovskaya GeoPP", and RUB14,950,000,000.55 in cash (Board minutes No. 256,
dated 27 July 2007). Interested parties: members of the Management Board and members of
the Management Board of OAO RAO "UES of Russia" V.B.Khristenko, S.Remes,
A.B.Chubais, Ya.M.Urinson, V.Yu.Sinyugin, A.N.Rappoport, B.I.Ayuev, and Yu.A.Udaltsov.
- Agreement between OAO RAO "UES of Russia" (the Company) and OAO "Norilsk
Nickel Mining and Metallurgical Company" (the Shareholder) whereunder: 1. the
Shareholder agrees to maintain its interest in the Company until the state registration of
OAO "Intergeneratsiya" on the terms and conditions set out in the Agreement; 2.
the Shareholder voluntarily undertakes to support the terms of reorganization of the
Company and the Company's subsidiaries and dependent companies; 3. the Shareholder
voluntarily undertakes to support the additional share issues by the Company's SDCs in
order to raise investment for the construction and modernization of power facilities
(Board minutes No. 257, dated 21 August 2007). Interested party: member of the Board of
Directors of OAO RAO "UES of Russia" A.E.Bugrov.
- Agreement between OAO "Norilsk Nickel Mining and Metallurgical Company" (the
Participant), OAO RAO "UES of Russia" (the Securities Account Operator), and OOO
"Depository and Corporate Technologies (the Securities Depository) on the allocation
of rights and obligations between the Participant, the Securities Account Operator, and
the Securities Depository arising in connection with the Participant transferring to the
Securities Account Operator the authority to administer securities and exercise the rights
attached to securities, and with the establishment of a special regime for the performance
of transactions in the securities account (Board minutes No. 257, dated 21 August 2007).
Interested party: member of the Board of Directors of OAO RAO "UES of Russia"
A.E.Bugrov.
- Agreement between OAO RAO "UES of Russia" (as the Customer) and OAO
"ENIN" (as the Contractor) to develop solutions for a more efficient use of
coals of various grades not meeting specifications at some of the existing thermal power
plants (Belovskaya TPP, Yuzhno-Uralskaya TPP, Yaivinskaya TPP, Smolenskaya TPP) to be used
by OAO RAO "UES of Russia". The amount payable to the Contractor is
RUB37,000,000 (inclusive of VAT) (Board Minutes No. 257, dated 21 August 2007). Interested
party: Deputy Chairman of the Management Board of OAO RAO "UES of Russia"
Ya.M.Urinson.
- Early Termination Agreement in respect of the Agreement for fiduciary management of
shares in OAO "Karelia Energy Retail Company" No.101/1-DU, dated 20 April 2006,
entered into between OAO RAO "UES of Russia" (as the Settlor) and OAO
"TGC-1" (as the Fiduciary Manager) (Board minutes No. 258, dated 31 August
2007). Interested parties: member of the Board of Directors of OAO RAO "UES of
Russia" A.E. Bugrov and member of the Management Board of OAO RAO "UES of
Russia" A.V. Chikunov.
- Simple Partnership Agreement between OAO RAO "UES of Russia" (Partner 1) and
ZAO "INTER RAO UES" (Partner 2) to undertake a joint efforts pursuing the
following goals: 1. entering into a joint venture between OAO "Electric
Stations" (Republic of Kyrgyzstan) and AO "KaKuat" (Republic of Kazakhstan)
to obtain a written pre-feasibility study in respect of investment in the joint project to
build the Kambaratinskaya HPP-1 and HPP-2 in the Republic of Kyrgyzstan; this
pre-feasibility study may be transferred, for a consideration, to a third party which will
implement the project specified in the pre-feasibility study; 2. entering into a joint
venture with AO "KaKuat" (Republic of Kazakhstan) to obtain a written
pre-feasibility study in respect of investment in the project to build power transmission
lines in order to transport specific amounts of electricity and capacity from the energy
systems of the Central Asian countries to Pakistan, Afghanistan, Iran, western areas of
China, Kazakhstan, and Russia (pre-feasibility study); this pre-feasibility study may be
transferred, for a consideration, to a third party which will implement the project
specified in the pre-feasibility study. The Partners will each make cash contributions of
up to RUB50,000,000 (Board minutes No. 260, dated 19 September 2007). Interested parties:
Deputy Chairman of the Management Board of OAO RAO "UES of Russia"
L.V.Drachevsky, member of the Management Board of OAO "UES of Russia" A.N.
Rappoport.
- Transaction between OAO RAO "UES of Russia", OAO "HydroWGC", OAO
"RUSAL", RUSAL Limited, RUSAL Energy Limited, RUSAL BoAZ Limited, HydroWGC Power
Company Limited, HydroWGC Aliminium Company Limited, BOGES Limited, BALP Limited, and OAO
"FGC UES" (Board minutes 261, dated 28 September 2007). Interested parties:
members of the Management Board and members of the Management Board of OAO RAO "UES
of Russia" A.S.Voloshin, V.B.Khristenko, G.O.Gref, A.V.Dementyev, S.Remes,
V.V.Rashevsky, A.B.Chubais, Ya.M.Urinson, V.Yu.Sinyugin, A.N.Rappoport, B.I.Ayuev, and
Yu.A.Udaltsov.
- Early Termination Agreement in respect of the Agreement for fiduciary management of
shares in OAO "Perm Energy Retail Company" No.109/1-DU, dated 14 December 2005,
entered into between OAO RAO "UES of Russia" (as the Settlor) and OAO
"TGC-9" (as the Fiduciary Manager) (Board minutes No. 261, dated 28 September
2007). Interested party: member of the Management Board of OAO "UES of Russia"
A.V.Chikunov.
- Confidentiality Agreement between OAO RAO "UES of Russia" and OAO "Power
Machines" (Board minutes No. 262, dated 19 October 2007). Interested parties: members
of the Management Board of OAO "UES of Russia" B.F.Vaynzikher, and V.P.Voronin.
- Agreement between OAO RAO "UES of Russia" and OAO "Center and Privolzhye
IDC" for a total amount of RUB13,830,669,544.12, whereunder OAO RAO "UES of
Russia" will purchase, through closed subscription, additional registered ordinary
shares in OAO "Center and Privolzhye IDC" , par value RUB0.10 each, with payment
for the shares to be made in form of shares in the regional distribution companies—OAO
"Vladimirenergo", OAO "Ivenergo", OAO "Kalugaenergo", OAO
"Kirovenergo", OAO "Marienergo", OAO "Nizhnovenergo", OAO
"Ryazanenergo", OAO "Tulenergo", OAO "Udmurtenergo" (the
"RDCs"), whose general meetings of shareholders did not approve the RDCs' merger
with and into OAO "Center and Privolzhye IDC" (Board minutes No. 263, dated 26
October 2007). Interested party: member of the Board of Directors of OAO RAO "UES of
Russia" S.Remes.
- Agreement between OAO "TGC-10" (as the Issuer) and OAO RAO "UES of
Russia" (as the Purchaser) to purchase as many additional ordinary shares in OAO
"TGC-10" as it is possible, with the quantity of such share to be calculated
based on the procedure and form of payment of such additional shares set out in the
resolution of the general meeting of shareholders of OAO "TGC-10" approving
capital increase by OAO "TGC-10" through issuance of additional shares to be
placed through closed subscription. The additional shares will be sold at RUB54.4814 per
share. Payment for the shares will be made in form of shares in OAO "Kurgan
Generation Company" (Board minutes No. 265, dated 23 November 2007). Interested
party: Member of the Management Board of OAO "UES of Russia"
- Transaction or a series of related transactions between OAO RAO "UES of
Russia" (as the Borrower) and OAO Bank VTB (as the Lender) for the provision of a
credit facility in Q4 2007. The facility is intended to enable OAO RAO "UES of
Russia" to repurchase its shares on demand of its shareholders pursuant to Article 75
of the Federal Law On Joint Stock Companies, for a total amount of up to 2% of the
Company's assets as of the most recent reporting date prior to the date of the transaction
(or a series of related transaction), at an interest rate of up to 9% per annum (Board
minutes No. 265, dated 23 November 2007). Interested party: member of the Board of
Directors of OAO RAO "UES of Russia" K.G.Androsov.
- Agreement between OAO RAO "UES of Russia" and OAO "South IDC" for
the total amount of up to RUB17,170,284,844.75, for OAO RAO "UES of Russia" to
purchase, through closed subscription, additional registered ordinary shares in OAO
"South IDC" , par value RUB0.10 each, with payment for the shares to be made in
form of shares in the regional distribution companies—OAO "Astrakhanenergo",
OAO "Volgogradenergo", OAO "Kubanenergo", OAO
"Rostovenergo", and OAO "Kalmenergo" (the "RDCs"), whose
general meetings of shareholders did not approve the RDCs' merger with and into OAO
"South IDC" (Board minutes No. 266, dated 30 November 2007). Interested party:
member of the Management Board of OAO "UES of Russia" A.N.Rappoport.
- Agreement between OAO RAO "UES of Russia" and OAO "Volga IDC" for
the total amount of up to RUB11,670,135,875.65, for OAO RAO "UES of Russia" to
purchase, through closed subscription, additional registered ordinary shares in OAO
"South IDC" , par value RUB0.10 each, with payment for the shares to be made in
form of shares in the regional distribution companies—OAO "Mordovenergo", OAO
"Orenburgenergo", OAO "Penzaenergo", OAO "Volzhskaya IDC",
and OAO "Chuvashenergo" (the "RDCs"), whose general meetings of
shareholders did not approve the RDCs' merger with and into OAO "Volga IDC"
(Board minutes No. 266, dated 30 November 2007). Interested party: member of the Board of
Directors of OAO RAO "UES of Russia" S.Remes.
- Agreement between OAO RAO "UES of Russia" (as the Principal) and OAO
"BureyaGESstroy" (as the Agent) to bring down immovable properties, remove the
waste, and grading of land plots and providing assistance with the state registration of
termination of ownership. The fee payable to the Agent is RUB2,520,000, inclusive of VAT
(Board Minutes No. 268, dated 19 December 2007). Interested party: member of the
Management Board of OAO "UES of Russia" V.P.Voronin.
- Agency Agreement between OAO RAO "UES of Russia" (as the Agent) and OAO
"GC UES" (as the Principal) whereunder the Agent is to enter into a contract to
determine the fair market value and replacement value of the assets owned by the
Principal, and to exercise the Customer's rights under the contract, and provide the
Principal with the results of such work. The transaction amount is RUB8,104,050 (inclusive
of VAT), which includes the expenses relating to the appraisal contract in the amount of
RUB8,100,000 and the Agent's fee in the amount of 0.05% of the amount specified in the
appraisal contact (Board minutes No. 268, dated 19 December 2007). Interested parties:
members of the Management Board and members of the Management Board of OAO RAO "UES
of Russia" A.S.Voloshin, V.B.Khristenko, G.O.Gref, A.V.Dementyev, V.V.Rashevsky,
A.B.Chubais, A.N.Rappoport, B.I.Ayuev, and Yu.A.Udaltsov.
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