QUARTERLY REPORT
Open Joint-Stock Company
INTER RAO UES
(indicate the issuer’s full trade name (the name for non-commercial organizations))
3 3 4 9 8 – E
Issuer Code:
For
The 3rd
quarter of 20 08
The issuer’s location address: 12, Entrance 7, Krasnopresnenskaya Naberezhnaya
Moscow, Russian Federation 123610
(indicate the issuer’s location address (the address of the issuer’s permanent executive
body (of other person entitled to act on behalf of the issuer without power of attorney))
The information contained in this quarterly report is subject to disclosure in
compliance with the legislation on securities of the Russian Federation
Chairman of the Management Board
E.V. Dod
(denomination of the title of the issuer’s chief executive)
Date “
”
(signature)
20 08
Chief Accountant
A.O. Chesnokova
(denomination of the title of the person executing the functions of
the issuer’s chief accountant)
Date “
”
(initials, last name)
(signature)
(initials, last name)
20 08
seal here
Contact person:
chief expert Bocharov Oleg Igorevich
(indicate the title, the last name, the first name, the patronymic of the issuer’s contact person)
Telephone
No.:
(495) 967-05-27
(indicate the contact person’s telephone number (numbers))
Fax
No.:
(495) 967-05-26
(indicate the contact person’s fax number (numbers))
E-mail address:
bocharov_oi@interrao.ru
(indicate the contact person’s e-mail address (if any))
URL(s) of the Internet page (pages),
where the information contained in this quarterly
report is disclosed
www.tes-sochi.ru, www.interrao.ru
1
This is to certify the accuracy and the completeness of all the information contained in this quarterly
report, with the exception of the part confirmed by the auditor.
Full trade name of the finance consultant on the securities market: Open Joint-Stock Company
EUROFINANCES INVESTMENT COMPANY
Brokerage license:
license number: 077-06234-100000;
license issued on: September 9, 2003;
license valid through: unlimited validity period.
Dealership license:
license number: 077-06242-010000;
license issued on: September 9, 2003;
license valid through: unlimited validity period.
General Director of
OAO IC EUROFINANCES
Date: November _____, 2008
_____________
seal here
A.A. Snezhko
2
Contents
INTRODUCTION .......................................................................................................................9
I. BRIEF INFORMATION ABOUT THE PERSONS WHO ARE MEMBERS OF THE ISSUER’S
GOVERNING BODIES, INFORMATION ABOUT THE ISSUER’S BANK ACCOUNTS,
AUDITOR, VALUER, AND FINANCE CONSULTANT, AS WELL AS ABOUT OTHER
PERSONS WHO SIGNED THE QUARTERLY REPORT ........................................................10
1.1. Persons who are members of the issuer’s governing bodies...................................................10
1.2. Information about the issuer’s bank accounts ......................................................................10
1.3. Information about the issuer’s auditor (auditors) .................................................................13
1.4. Information about the issuer’s valuer ..................................................................................15
1.5. Information about the issuer’s consultants ...........................................................................15
1.6. Information about other persons who signed the quarterly report ........................................16
II. BASIC INFORMATION ABOUT THE ISSUER’S FINANCIAL AND ECONOMIC
SITUATION .............................................................................................................................16
2.1. Indices of the issuer’s financial and economic activity ..........................................................16
2.2. The issuer’s market capitalization .......................................................................................17
2.3. The issuer’s liabilities ..........................................................................................................17
2.3.1. Accounts payable ..............................................................................................................17
2.3.2. The issuer’s credit history .................................................................................................18
2.3.3. The issuer’s liabilities out of the collateral provided to third parties ..................................19
2.4. Purposes of the issue and the directions of use of the funds received as a result of the placement
of issuable securities ..................................................................................................................19
2.5. Risks related to the acquisition of issuable securities to be placed (placed) ............................20
2.5.1. Sector risks.......................................................................................................................21
2.5.2. Country and regional risks ...............................................................................................26
3
2.5.3. Financial risks ..................................................................................................................28
2.5.4. Legal risks ........................................................................................................................31
2.5.5. Risks related to the issuer’s activity ..................................................................................33
2.5.6. Banking risks ...................................................................................................................37
III. DETAILED INFORMATION ABOUT THE ISSUER..........................................................38
3.1. The issuer’s history of creation and development .................................................................38
3.1.1. Data on the issuer’s trade name (name) .............................................................................38
3.1.2. Information about the issuer’s state registration ...............................................................38
3.1.3. Information about the issuer’s establishment and development .........................................38
3.1.4. Contact information .........................................................................................................39
3.1.5. Taxpayer identification number ........................................................................................40
3.1.6. The issuer’s branches and representations ........................................................................40
3.2. The issuer’s main economic activity .....................................................................................41
3.2.1. The issuer’s sector appurtenance ......................................................................................42
3.2.2. The issuer’s main economic activity ..................................................................................42
3.2.3. The issuer’s materials, goods (raw stock), and suppliers ....................................................43
3.2.4. The issuer’s products (works, services) sales markets ........................................................44
3.2.5. Information about the licenses held by the issuer (as of september 30, 2008) ......................44
3.2.6. The issuer’s joint activity ..................................................................................................46
3.2.7. Additional requirements to the issuers that are equity investment funds, insurance or
crediting organizations, or mortgage agents ...............................................................................47
3.2.8. Additional requirements to the issuers, the main economic activity of which is the production
of minerals ................................................................................................................................47
3.2.9. Additional requirements to the issuers, the main activity of which is the rendering of
communication services .............................................................................................................47
4
3.3. The issuer’s plans for future activity ....................................................................................47
3.4. The issuer’s participation in industrial, banking, and finance groups, holdings, concerns, and
associations ...............................................................................................................................48
3.5. The issuer’s affiliated and dependent economic companies ...................................................48
3.6. The composition, structure, and value of the issuer’s fixed assets, information about the
acquisition, replacement, and retirement of fixed assets, as well as about all the facts of
encumbrance of the issuer’s fixed assets .....................................................................................59
3.6.1. Fixed assets ......................................................................................................................59
IV. INFORMATION ABOUT THE ISSUER’S FINANCIAL AND ECONOMIC ACTIVITY ....60
4.1. Results of the issuer’s financial and economic activity ..........................................................60
4.2. The issuer’s liquidity and sufficiency of capital and circulating assets...................................61
4.3. Amount and structure of the issuer’s capital and circulating assets ......................................62
4.3.1. Amount and structure of the issuer’s capital and circulating assets ....................................62
4.3.2. The issuer’s financial investments .....................................................................................64
4.3.3. The issuer’s intangible assets ............................................................................................64
4.4. Information about the issuer’s policy and expenses in the domain of scientific and technological
development, in relation to licenses and patents, new developments and research .......................65
4.5. Analysis of the development trends in the domain of the issuer’s main activity .....................65
4.5.1. Analysis of the factors and conditions affecting the issuer’s activity ...................................67
4.5.2. The issuer’s competitors ...................................................................................................69
V. DETAILED INFORMATION ABOUT THE PERSONS THAT ARE MEMBERS OF THE
ISSUER’S GOVERNING BODIES, OF THE ISSUER’S BODIES CONTROLLING ITS
FINANCIAL AND ECONOMIC ACTIVITY, AND BRIEF INFORMATION ABOUT THE
ISSUER’S EMPLOYEES (WORKERS) ....................................................................................70
5.1. Information about the structure and competence of the issuer’s governing bodies ................70
5.2. Information about the persons that are members of the issuer’s governing bodies ................77
5.3. Information about the amount of remuneration, benefits, and/or expenses compensation of each
of the issuer’s governing bodies ................................................................................................109
5
5.4. Information about the structure and competence of the bodies controlling the issuer’s financial
and economic activity ..............................................................................................................110
5.5. Information about the persons that are members of the bodies controlling the issuer’s financial
and economic activity ..............................................................................................................114
5.6. Information about the amount of remuneration, benefits, and/or expenses compensation of the
body controlling the issuer’s financial and economic activity ....................................................119
5.7. Data on the number of, and generalized data on, the education and structure of the issuer’s
employees (workers), as well as data on the modification of number of the issuer’s employees
(workers) .................................................................................................................................121
5.8. Data on any liabilities of the issuer before the employees (workers) pertaining to the possibility
of their participation in the issuer’s authorized (share) capital (unit fund) ................................122
VI. INFORMATION ABOUT THE ISSUER’S PARTICIPANTS (SHAREHOLDERS) AND
ABOUT THE INTERESTED-PARTY TRANSACTIONS THAT WERE CONCLUDED BY THE
ISSUER...................................................................................................................................122
6.1. Information about the total number of the issuer’s shareholders (participants) ..................122
6.2. Information about the issuer’s participants (shareholders) owning no less than 5 per cent of its
authorized (share) capital (unit fund) or no less than 5 per cent of its ordinary shares, and
information about the participants (shareholders) of such persons owning no less than 20 per cent of
the authorized (share) capital (unit fund) or no less than 20 per cent of their ordinary shares ...122
6.3. Information about the participation share of the state or of a municipal formation in the
issuer’s authorized (share) capital (unit fund), and about the availability of special rights (“the
golden share”) .........................................................................................................................124
6.4. Information about restrictions to participation in the issuer’s authorized (share) capital (unit
fund) .......................................................................................................................................124
6.5. Information about modifications in the structure and share of participation of the issuer’s
shareholders (participants) owning no less than 5 per cent of its authorized (share) capital (unit
fund) or no less than 5 per cent of its ordinary shares ...............................................................124
6.6. Information about the interested-party transactions concluded by the issuer ......................125
6.7. Information about the amount of accounts receivable ........................................................126
VII. THE ISSUER’S ACCOUNTING REPORTS AND OTHER FINANCIAL INFORMATION128
7.1. The issuer’s annual accounting reports ..............................................................................128
7.2. The issuer’s quarterly accounting reports for the last full reporting quarter .......................128
6
7.3. The issuer’s consolidated accounting reports for the last full financial year ........................128
7.4. Information about the issuer’s accounting policy ...............................................................128
7.5. Information about the total export amount and about the share of the export in the total sales
...............................................................................................................................................128
7.6. Information about the value of the issuer’s real property and about significant changes
occurred in the structure of the issuer’s property after the end date of the last full financial year128
7.7. Information about the issuer’s participation at court proceedings in case if such participation
may have a significant impact on the issuer’s financial and economic activity ...........................129
VIII. SUPPLEMENTARY INFORMATION ABOUT THE ISSUER AND ABOUT THE
ISSUABLE SECURITIES PLACED BY THE ISSUER............................................................130
8.1. Supplementary information about the issuer ......................................................................130
8.1.1. Information about the amount and structure of the issuer’s authorized (share) capital (unit
fund) .......................................................................................................................................130
8.1.2. Information about the modification of amount of the issuer’s authorized (share) capital (unit
fund) .......................................................................................................................................130
8.1.3. Information about the creation and use of the issuer’s reserve fund as well as of other funds of
the issuer .................................................................................................................................131
8.1.4. Information about the procedure of calling and holding of the meeting (session) of the issuer’s
supreme governing body ..........................................................................................................132
8.1.5. Information about commercial organizations where the issuer owns no less than 5 per cent of
the authorized (share) capital (unit fund) or no less than 5 per cent of ordinary shares .............137
8.1.6. Information about material transactions concluded by the issuer ....................................137
8.1.7. Information about the issuer’s credit ratings ...................................................................138
8.2. Information about each category (type) of the issuer’s shares .............................................138
8.3. Information about the previous issues of the issuer’s issuable securities, except of the issuer’s
shares ......................................................................................................................................139
8.3.1. Information about the issues where all the securities are redeemed (annulled) .................139
8.3.2. Information about the issues where the securities are circulating .....................................139
8.3.3. Information about the issues where the obligations of the issuers in relation to the securities
are no t fulfilled (default) .........................................................................................................139
7
8.4. Information about the person (persons) that provided collaterals for the bonds in an issue .139
8.5. Conditions for provision of fulfillment of obligations related to the bonds in an issue ..........139
8.5.1. Conditions for provision of fulfillment of obligations related to the bonds with mortgage
covering ..................................................................................................................................140
8.6. Information about the organizations in charge of accounting of rights in the issuer’s issuable
securities .................................................................................................................................140
8.7. Information about the legal acts that govern the matters of capital import and export and that
can affect the payment of dividends, interest, and other amounts to non-residents ....................140
8.8. Description of the procedure of taxation of return received from the issuer’s issuable securities
that are placed and under placement .......................................................................................141
8.9. Information about dividends declared (accrued) and paid on the issuer’s shares, and about the
yield on the issuer’s bonds .......................................................................................................149
8.10. Other information ...........................................................................................................150
8.11. Information about the securities presented and about the issuer of the securities presented, the
title in which is certified by russian depositary receipts ............................................................150
IX. Appendices ........................................................................................................................150
8
Introduction
The obligation to disclose information in the form of quarterly report in accordance with the
procedure provided by clause 5.1 of the Provision on Disclosure of Information by the Issuers of Issuable
Securities as approved by the Decree No. 06-117/пз-н of the FFMS (Federal Service for Financial
Markets) of the Russian Federation of October 10, 2006, is subject to fulfillment by the issuers, which
have registered at least one securities prospectus in relation to their shares. The registration of the
securities prospectus of JSC INTER RAO UES (formerly known as JSC Sochinskaya TPS) has been
carried out by the FFMS of Russia on March 18, 2008.
This quarterly report contains estimates and forecasts of the issuer’s authorized governing bodies
with regard to the future events and/or actions, the prospects of development of the economic sector which
the issuer undertakes its main activity in, and the results of the issuer’s activity, including the issuer’s
plans, the probability of occurrence of certain events and of execution of certain actions. The investors
must not fully rely on the estimates and forecasts made by the issuer’s governing bodies as the actual
results of the issuer’s activity in future may differ from the forecasted results for many reasons. The
acquisition of the issuer’s security is connected with risks as described in this quarterly report.
9
I. Brief Information about the Persons who Are Members of the Issuer’s Governing
Bodies, Information about the Issuer’s Bank Accounts, Auditor, Valuer, and Finance
Consultant, as well as about Other Persons Who Signed the Quarterly Report
1.1. Persons who are members of the issuer’s governing bodies
The structure of the Issuer’s Board of Directors (listed as of September 30, 2008; a new structure of
the Issuer’s Board of Directors was elected by the extraordinary General Meeting of Shareholders on
October 23, 2008) is as follows:
No.
1
2
3
4
5
6
7
8
9
10
11
Last name, first name, patronymic of member of the Issuer’s Board of
Directors
Viktor Borisovich Khristenko
Dmitry Sergeevich Akhanov
Alexander Stalievich Voloshin
Andrei Vladimirovich Dementiev
Vladimir Aleksandrovich Dmitriev
Evgeniy Vyacheslavovich Dod
Sergey Vladilenovich Kirienko
Andrei Nikolaevich Klepach
Andrei Natanovich Rappoport
Vladimir Valentinovich Travin
Andrei Vladimirovich Sharonov
Birth year
1957
1975
1956
1967
1953
1973
1962
1959
1963
1960
1964
The Chairman of the Board of Directors of JSC INTER RAO UES was not elected.
Structure of the Issuer’s Management Board (as of September 30, 2008):
No.
1
2
3
4
5
6
7
8
9
10
Last name, first name, patronymic of member of the Issuer’s Board of
Directors
Evgeniy Vyacheslavovich Dod
Vyacheslav Yurievich Artamonov
Timur Vadimovich Ivanov
Mikhail Alekseevich Mantrov
Dangiras Mikalaunas
Alexander Valeriyevich Nikitin
Sergey Nikolaevich Tolstoguzov
Yuri Vladimirovich Sharov
George Ilyich Rizhinashvili
Sergey Yurievich Rumyantsev
Birth year
1973
1957
1975
1965
1966
1966
1964
1959
1981
1956
Information about the person holding office as (executing the functions of) the issuer’s sole executive
body (Chairman of the Management Board):
No.
1
Last name, first name, patronymic of the Issuer’s General Director
Evgeniy Vyacheslavovich Dod
Birth year
1973
1.2. Information about the issuer’s bank accounts
Full trade name: Joint-Stock Commercial Savings Bank of the Russian Federation (Open Joint-Stock Company)
Brief trade name: Sberbank of Russia JSC
Location: 19, Ulitsa Vavilova, Moscow 117997
INN (Taxpayer Identification Number): 7707083893
BIC (Bank Identification Code): 044525225
Correspondent account No.: 30101810400000000225
10
Account No.
40702810600020106051
40702840900020106051
40702978500020106051
Account type (settlement,
current, deposit, etc.)
Settlement
Current
Current
Account currency
Rubles
USD
EURO
Full trade name: Closed Joint-Stock Company Commerzbank (Eurasia) the city of Moscow
Brief trade name: ZAO Commerzbank (Eurasia)
Location: 14/2, Kadashevskaya nab., Moscow 119017
INN: 7710295979
BIC: 044525105
Correspondent account No.: 30101810300000000105
Account No.
40702810900002001006
40702840200002001006
40702978800002001006
Account type (settlement,
current, deposit, etc.)
Settlement
Current
Current
Account currency
Rubles
USD
EURO
Full trade name: Closed Joint-Stock Company UniCredit Bank
Brief trade name: ZAO UniCredit Bank
Location: 9, Prechistenskaya nab., Moscow 119034
INN: 7710030411
BIC: 044525545
Correspondent account No.: 30101810300000000545
Account No.
40702810000010146314
40702810600011073624
40702840600010146315
40702810900012936499
Account type (settlement,
current, deposit, etc.)
Settlement
For card payments
Current
Settlement
Account currency
Rubles
Rubles
USD
Rubles
Full trade name: Joint-Stock Commercial Bank ROSBANK (open joint-stock company)
Brief trade name: ACB ROSBANK JSC
Location: 11, ul. Mashi Poryvaevoy, Moscow 107078
INN: 7730060164
BIC: 044525256
Correspondent account No.: 30101810000000000256
Account type (settlement, current,
Account No.
deposit, etc.)
40702810000000060009
Settlement
Rubles
40702840300000060009
Current
USD
40702978900000060009
Current
EURO
Account currency
Full trade name: Development and Foreign Economic Activity Bank State Corporation (Vneshekonombank)
Brief trade name: Vneshekonombank
Location: 9, prospekt Akademika Sakharova, Moscow 101999
INN: 7708011796
BIC: 044525060
Correspondent account No.: 30101810500000000060
Account type (settlement, current,
Account No.
Account currency
deposit, etc.)
40702810280794030917
Settlement
Rubles
40702840580794030917
Current
USD
40702978180794030917
Current
EURO
11
Full trade name: Open Joint-Stock Company Vneshtorgbank
Brief trade name: JSC Vneshtorgbank
Location: 16, ul Kuznetsky Most, Moscow 103031
INN: 7702070139
BIC: 044525187
Correspondent account No.: 30101810700000000187
Account type (settlement, current,
Account No.
deposit, etc.)
40702810600030003686
Settlement
40702840300030002193
Settlement
Full trade name: Closed Joint-Stock Company Natexis Bank
Brief trade name: Natexis Bank ZAO
Location: 23 Building 1, ul. 1 Tverskaya-Yamskaya, Moscow 125047
INN: 7744001810
BIC: 044525512
Correspondent account No.: 30101810100000000512
Account type (settlement, current,
Account No.
deposit, etc.)
40702810200000000686
Settlement
40702840500000000686
Current
40702978100000000686
Current
Full trade name: Open Joint-Stock Company ALFA BANK
Brief trade name: ОJSC ALFA-BANK
Location: 3/7 building 1, ul. Pokrovka, Moscow 101000
INN: 7728168971
BIC: 044525593
Correspondent account No.: 30101810200000000593
Account type (settlement, current,
Account No.
deposit, etc.)
40702810101200001208
Primary
40702810401200001209
Commercial
Full trade name: Closed Joint-Stock Company Commercial Bank Citibank
Brief trade name: ZAO CB CITIBANK
Location: 8-10, ul. Gasheka, Moscow 125047
INN: 7710401987
BIC: 044525202
Correspondent account No.: 30101810300000000202
Account type (settlement, current,
Account No.
deposit, etc.)
40702810900702047003
Settlement
40702840600702047001
Settlement
40702978500702047002
Settlement
Account currency
Rubles
USD
Account currency
Rubles
USD
EURO
Account currency
Rubles
Rubles
Account currency
Rubles
USD
EURO
Full trade name: JSC NOMOS-BANK
Brief trade name: NOMOS-BANK (JSC)
Location: 3 Building 1, ul. Verkhnyaya Radishchevskaya, Moscow 109240
INN: 77060925281
BIC: 044525985
Correspondent account No.: 30101810300000000985
12
Account No.
40702810700000002779
40702840100000000558
Account type (settlement, current,
deposit, etc.)
Settlement
Settlement
Account currency
Rubles
USD
1.3. Information about the issuer’s auditor (auditors)
Information about the auditor (auditors) approved (elected) for the audit of the annual financial (accounting)
reports of the issuer on the basis of the results of the financial year ended (2007) and of the current year (2008):
Full trade name
Closed Joint-Stock Company NP Consult
Brief trade name
ZAO NP Consult
Location of the auditor organization
14, Dukhovskoy per., Moscow 115191 Russia
Telephone and fax numbers
Telephone No. (495) 952-10-41, Fax No. (495) 954-47-26
E-mail address
www.npg.ru
Number, issue date, and validity period of the license
for auditing activity
License for auditing activity of May 15, 2003, No. E
004289, valid through 2013
Issuing authority
The Ministry of Finances of the Russian Federation
Information about the auditor’s membership in
collegiums, associations, or other professional unions
(organizations)
Financial period for which the auditor has carried out
independent revisions of the issuer’s accounting and of
financial (accounting) reports
ZAO NP Consult is a member of the Institute of
Professional Auditors (IPAR) Non-Commercial
Partnership
The auditor has carried out an independent revision of the
issuer’s accounting and financial (accounting) reports for
the year 2007
The auditor (Closed Joint-Stock Company NP Consult) is not dependent on the Issuer.
Factors that may affect the auditor’s independence on the issuer, including information on the presence of
material interests connecting the auditor (the auditor’s officers) with the issuer (the issuer’s officers):
the auditor’s (the auditor’s officers’) participation shares in the issuer’s authorized (share) capital (unit fund):
the auditor has no participation share in the issuer’s authorized capital;
the granting of loans to the auditor (the auditor’s officers) by the issuer: the issuer has granted no loans to the
auditor (the auditor’s officers);
the presence of close business relationships (participation at the promotion of the issuer’s products (services),
participation at joint business activity, etc.), as well as the presence of kinship: the issuer has no close business
relationships or kinship with the auditor;
the issuer’s officers are not simultaneously officers of the auditor.
Measures taken by the issuers and the auditor in order to reduce the said factors:
The issuer and the auditor shall act in the framework of the current legislation, in particular – in compliance with
the Federal Law No.119-FZ “On Auditing Activity” of August 07, 2001 (in the versions of Federal Laws No. 164-FZ
of December 14, 2001 and No. 196-FZ of December 30, 2001), according to article 12 of which the audit may not be
carried out:
1) by the auditors that are founders (participants) of the entities subjected to audit, by their directors,
accountants, and other persons in charge of the organization and keeping of accounting, and of the compilation of
financial (accounting) reports;
2) by the auditors that are closely related to the founders (participants) of the entities subjected to audit, to their
officers, accountants, and other persons in charge of the organization and keeping of accounting, and of the
compilation of financial (accounting) reports (parents, spouses, brothers, sisters, children, as well as brothers, sisters,
parents, and children of the spouses);
3) by the audit organizations, the directors and other officers of which are the founders (participants) of the
entities subjected to audit, their officers, accountants, and other persons in charge of the organization and keeping of
accounting, and of the compilation of financial (accounting) reports;
13
4) by the audit organizations, the director and other officers of which are closely related (parents, spouses,
brothers, sisters, children, as well as brothers, sisters, parents, and children of the spouses) to the founders
(participants) of the entities subjected to audit, to their officers, accountants, and other persons in charge of the
organization and keeping of accounting, and of the compilation of financial (accounting) reports;
5) by the audit organizations in relation to the entities subjected to audit that are their founders (participants), in
relation to the entities subjected to audit for which such audit organizations are founders (participants), in relation to
the affiliated organizations, branches, and representations of the said persons subjected to audit, as well as in relation to
the organizations having common founders (participants) with such audit organization;
6) by the audit organizations and individual auditors that rendered, in the course of three years directly preceding
the audit revision, services for the restoration and keeping of accounting as well as for the compilation of financial
(accounting) reports to individuals and legal entities – in relation to such individuals and entities.
The main measure taken by the issuer to reduce the dependence on each other is the process of thorough
examination of the auditor’s candidacy in order to establish its independence of the issuer. The auditor is fully
independent of the issuer’s governing bodies in compliance with the requirements of article 12 of the Federal Law “On
Auditing Activity”; the amount of the auditor’s remuneration has not been linked to the results of the revision
executed.
Procedure of selection of the issuer’s auditor:
- the organization of a tender for the selection of the auditor, and the main conditions thereof:
The Issuer has no procedure of organization of tenders for the selection of the auditor.
the procedure of nomination of the auditor’s candidacy for approval by the meeting of shareholders (participants)
inclusive of the governing body making the respective decision:
The general meeting of shareholder of the Issuer annually approves the Issuer’s auditor for purposes of
revising and confirming the annual financial reports.
In compliance with article 53 of the Federal Law “On Joint-Stock Companies”, the shareholders (shareholder)
jointly owning no less than 2 per cent of the company’s voting shares are entitled to enter matters in the agenda of
the general meeting of shareholders, including the proposal to approve the Issuer’s auditor.
In compliance with article 86 of the Federal Law “On Joint-Stock Companies”, the Issuer’s auditor is
approved by the general meeting of shareholders of the Issuer. The decision on the approval of the Issuer’s auditor
shall be made by a majority of votes cast by the shareholders owning voting shares of the company that participate
at the meeting.
The Issuer’s auditor as approved by the general meeting of shareholders shall carry out the revision of the
Issuer’s financial and economic activity in compliance with the requirements of the legislation of the Russian
Federation on the basis of the agreement concluded with the auditor.
ZAO NP Consult was approved as the Issuer’s auditor for the year 2007 upon the decision of the sole
shareholder of JSC Sochinskaya TPS of June 08, 2007 (Excerpt from the minutes No.1680pr/4 of the meeting of the
Management Board of JSC RAO UES of Russia of June 08, 2007).
ZAO NP Consult was approved as the Issuer’s auditor for the year 2008 upon the decision of the annual
general meeting of shareholders of JSC INTER RAO UES of June 25, 2008 (minutes No.1 of the annual general
meeting of shareholders of JSC INTER RAO UES of July 01, 2008).
Information about the works carried out by the auditor in the framework of special auditing tasks:
No works to be carried out by the auditor in the framework of special auditing tasks were executed.
Procedure of determination of the auditor’s remuneration amount, and information about the presence of deferred
and delayed payments for the services rendered by the auditor:
The procedure of payment and the amount of remuneration to the audit organizations and individual auditors
for the holding of audit (including the compulsory audit) and for the rendering of support services shall be
determined by the agreements on audit services rendering and may not be made dependent on the execution of any
requests of the audited entities in relation to the contents of the conclusions that may be made as a result of the
audit.
14
In compliance with the Issuer’s Articles of Association the amount of payment for the auditor’s services shall
be determined by the Issuer’s Board of Directors.
The amount of remuneration for the revision of the Issuer’s accounting and financial (accounting) reports for
the year 2007 was determined by the decision of the Issuer’s Board of Directors (Protocol No.62 of August 16,
2007).
The actual amount of remuneration paid to the auditor, on the basis of the results of the revision of the
accounting reports for the year 2007 made 600,000 rubles exclusive of VAT.
The amount of remuneration for the revision of the Issuer’s accounting and financial (accounting) reports for
the year 2008 was determined by the decision of the Issuer’s Board of Directors (Protocol No.4 of July 31, 2008).
There are no deferred or delayed payments for the services rendered by the auditor.
1.4. Information about the issuer’s valuer
In the reporting quarter the Issuer has not appointed a valuer (valuers) for:
determining the market value of the securities to be placed and of the securities placed and
circulating (the obligations under which were not fulfilled);
determining the market value of the property being the subject of pledging under the issuer’s bonds
to be placed with pledge security or the issuer’s bonds placed with pledge security, the obligations under
which were not fulfilled;
determining the market value of the issuer’s fixed assets or real property, in relation to which the
issuer has carried out the re-assessment of value set out in other sections of the quarterly report;
rendering other valuation services related to the issue of securities, the information about which is
indicated in the quarterly report.
1.5. Information about the issuer’s consultants
The finance consultant on the securities market in charge of rendering services of information
disclosure monitoring:
Full trade name of the finance consultant: Open Joint-Stock Company EUROFINANCES
INVESTMENT COMPANY
Brief trade name: JSC EUROFINANCES IC
Location: 10 block 2, ul. Shabolovka, Moscow 119049
Contact telephone number: (495) 545-35-35.
Fax number: (495) 644-43-13.
URL of the Internet page used by the finance consultant to disclose information about the issuer:
http://corpfin.eufn.ru/;
E-mail addresses: shapedko@eufn.ru, efimov@eufn.ru, chap@eufn.ru
Number, issue date, and validity period of the license of the securities market player, name of the
issuing authority:
License of professional securities market player for brokerage activity
License number: No.077-06234-100000
Issue date: September 9, 2003.
Validity period: unlimited validity period
Name of the issuing authority: Federal Commission for Securities Market
License of professional securities market player for dealership activity
License number: No.077-06242-010000
Issue date: September 9, 2003.
Validity period: unlimited validity period
Name of the issuing authority: Federal Commission for Securities Market
15
Services rendered by the consultant:
The monitoring of information disclosure consists in the verification of compliance of the
information disclosure deadlines, procedure and completeness of the information disclosed, to the
requirements of the current statutory legal acts of the Russian Federation.
The finance consultant shall not be liable for the accuracy of the information disclosed by the
Issuer.
The finance consultant shall carry out the monitoring of disclosure of information by the Issuer
in the following forms:
– messages on actual facts;
– list of affiliated persons;
– the Issuer’s quarterly reports.
1.6. Information about other persons who signed the quarterly report
Chief accountant of JSC INTER RAO UES: Alexandra Olegovna Chesnokova
Birth year: 1961
Principal place of employment: JSC INTER RAO UES
Telephone No.:+7 (495) 967-05-27
General Director of JSC EUROFINANCES IC: Alexander Aleksandrovich Snezhko
Birth year: 1964
Principal place of employment: JSC EUROFINANCES INVESTMENT COMPANY
Telephone No.:+7 (495) 545-35-35
II. Basic Information about the Issuer’s Financial and Economic Situation
2.1. Indices of the issuer’s financial and economic activity
The commissioning of JSC Sochinskaya TPS for industrial operation and the Issuer’s operational
activity have started in January 2005, therefore the comparative data in this section and hereafter in the
report shall be indicated starting from 2005.
Index name
Data as of September 30, 2008
The issuer’s net assets value, thousand rubles
64,773,161
Raised funds to capital and reserves ratio,%
32.56
Short-term liabilities to capital and reserves
ratio,%
Coverage of payments for debts servicing,%
Overdue debt level,%
Accounts receivable turnover, x
Share of dividends in the profits,%
Labor productivity, rubles/person
169.09
1.11
21,014
Amortization to the receipts amount,%
3.84
26.83
Note: The method recommended by the Provision on Disclosure of Information by the Issuers of Issuable Securities as
approved by the Decree No.06-117/pz-n of the FFMS of Russia of October 10, 2006 “On Disclosure of Information by the
Issuers of Issuable Securities”, was used to calculated the indices.
Analysis of the issuer’s solvency and financial situation based on the economic analysis of the dynamics of
the indices listed:
In connection with the first stage of reorganization of JSC INTER RAO UES carried out on May
01, 2008, by means of merging JSC INTER RAO UES with the following companies: JSC Severo16
Zapadnaya TETs, JSC Ivanovskie PGU, and ZAO INTER RAO UES, and with the subsequent second
stage of reorganization of the Company on July 01, 2008 by means of affiliation of JSC Kaliningradskaya
TETs-2 and JSC INTER RAO UES Holding, the issuer’s net assets have increased significantly, therefore
the economic analysis of the dynamics of the indices listed as compared to the same period of the previous
years is not expedient.
2.2. The issuer’s market capitalization
The market capitalization of JSC INTER RAO UES, on the basis of the MMVB (Moscow Interbank
Currency Exchange) quotations as of September 30, 2008, amounted to 64,812,244,583 rubles (the share
market price was 0.0285 rubles; the number of shares – 2,274,113,845,013 shares).
2.3. The issuer’s liabilities
2.3.1. Accounts payable
Structure of the issuer’s accounts payable as of September 30, 2008:
Account payable denomination
Accounts payable to suppliers and
contractors, thousand rubles
including
overdue
payments,
thousand rubles
Accounts payable to the personnel of the
organization, thousand rubles
including
overdue
payments,
thousand rubles
Accounts payable to the budget and the
state non-budget funds, thousand rubles
including
overdue
payments,
thousand rubles
Credits, thousand rubles
including
overdue
thousand rubles
Loans, total, thousand rubles
payments,
including
overdue
payments,
thousand rubles
including bonded loans, thousand
rubles
including overdue bonded loans,
thousand rubles
Other accounts payable, thousand rubles
including
overdue
thousand rubles
Total, thousand rubles
including
overdue
thousand rubles
payments,
payments,
Maturity date
Up to one year
Over one year
5,942,796
-
-
-
53,690
-
-
-
121,805
-
-
-
6,217,175
3,262,320
-
-
4,205,227
-
-
-
-
-
-
-
836,074
-
-
-
17,376,767
3,262,320
-
-
Creditor which no less than 10 per cent of the total amount of accounts payable for the respective
reporting period pertain to:
17
Name
ZAO CFR
(Closed Joint-Stock Company Center of Financial
Settlements)
Company location:
12, Office Building 2, Entrance 7, 7-8th floors,
Krasnopresnenskaya nab., Moscow 123610,
Russian Federation
Debt amount
3,718,812 thousand rubles
There are no overdue accounts payable.
2.3.2. The issuer’s credit history
As of September 30, 2008 the total amount of debt of JSC INTER RAO UES under its credits and loans
made 13,684,722 thousand rubles, including the long-term part of the debt in amount of 3,262,320
thousand rubles, and the short-term part of the debt in amount of 10,422,402 thousand rubles.
Information about the loan and credit agreements, the principal amounts of which make 5 and more
per cent of the book value of the issuer’s assets as of the end date of the last full reporting quarter
preceding the conclusion of the respective agreement:
Liability description
Creditor (lender) name
Principal
amount,
thousand
rubles
Repayment
date
Delay of
fulfillment
March 21,
None
Long-term liabilities under credits and loans as of September 30, 2008
Credit received
VTB Bank Europe plc
1,262,320
2011
Credit received
JSC Sberbank of Russia
2,000,000
April 23,
None
2010
Total long-term liabilities under credits and loans
3,262,320
Short-term liabilities under credits as of September 30, 2008
Credit received
Credit received
Credit received
Credit received
Promissory note
VTB Bank Europe plc
379,090
December
19, 2008
None
VTB Bank Europe plc
3,288,941
March 06,
2009
None
ZAO COMMERZBANK (EURASIA)
1,273,981
April 14,
2009
None
COMMERZBANK INTERNATIONAL
S.A.
1,267,339
May 29,
2009
None
Region Brokerage Company
4,205,227
October 24,
2008
None
18
on call,
earlier
Interest accrued on long-term and short-term credits and loans
received (accrued but unpaid)
Total short-term liabilities under credits and loans
GRAND TOTAL
7,824
but
no
None
10,422,402
13,684,722
The Issuer has not issued any bonds from the date of registration of the Issuer as legal entity to the
date of approval of this quarterly report.
2.3.3. The issuer’s liabilities out of the collateral provided to third parties
As of September 30, 2008 the total amount of the issuer’s liabilities out of the collateral provided to
third parties makes 1,010,428 thousand rubles.
Information about the issuer’s liabilities amounting to no less than 5 per cent of the book value of the
issuer’s assets as of the end date of the last full reporting quarter preceding the provision of collateral:
Name of the
Name of the
organization for
organization for
the benefit of
the liabilities of
Collateral
which the
which the
amount,
Collateral
Provision
Execution
guarantee was
guarantee was
thousand
description
date
date
given
given
rubles
Guarantee under
the Credit
Agreement n/n of
ZAO
December 26,
December
December COMMERZBAN
2005
26, 2006
26, 2008 K (EURASIA)
RAO Nordic OY
1,010,428
Given that the organization that received the guarantee is a branch of the Issuer and has high financial
stability, the risk of the receiver’ failure to fulfill its obligations is negligible.
2.3.4. Other liabilities of the issuer
As of September 30, 2008 the total amount of other liabilities taken by the issuer makes 1,205,375
thousand rubles.
The liabilities have arisen as a result of the Issuer executing operations with financial instruments of
futures deals. The purpose of conclusion of the said futures deals is the hedging of currency risks related
to the funds raised in foreign currency. Under the said deals the Issuer has taken the obligation to buy a
certain amount of currency on the date of valuation, and the Bank has taken the respective obligation to
sell the said currency amount under a contractual (fixed) exchange rate.
As a result of the said deals the Issuer’s exposure to currency risks has significantly decreased. As
the said futures deals represent hedging deals, and the Issuer has funding in foreign currency related
thereto, the Issuer does not expect to have significant losses related to such deals, nor does it expect
significant profits. The counteragent banks with high financial stability are parties in such deals, and,
according to the Issuer’s assessments, the probability of their failure to fulfill their obligations under the
said deals is low.
2.4. Purposes of the issue and the directions of use of the funds received as a result of the
19
placement of issuable securities
In the reporting quarter the Issuer has not placed any securities by way of subscriptions, nor did it
place any securities for purposes of funding a certain transaction (interconnected transactions) or other
operations (acquisition of assets necessary for the production of certain products (goods, works, services);
acquisition of participation shares in the authorized (share) capital (shares) of another organization; the
decrease or the repayment of accounts payable or of other liabilities of the issuer).
2.5. Risks related to the acquisition of issuable securities to be placed (placed)
The developing markets, in particular, the market of the Russian Federation, are characterized by a
higher level of risks as compared to the developed markets, including significant legal, economic, and
political risks. In the foreseeable future the Issuer’s activity may be exposed to such risks and to the
consequences thereof. Therefore, there is an uncertainty that can affect the Issuer’s future business
activity, the possibility to dispose of its assets, and the observance of the liabilities repayment deadlines. It
is necessary to take into account the fact that the developing economies, such as the economy of the
Russian Federation, are subject to quick changes, and that the information set forth in this document can
soon become outdated. Therefore, the investors must thoroughly assess their own risks and makes
decisions on the expediency of their investments by taking account of all the risks existing at the time
when such decision is made. When investing on the developing markets it is necessary to be aware of the
level of the current risks. For the purposes of making the investment decision the investors are
recommended to seek the advice of their own legal and financial consultants before investing in the
Russian securities.
The market price of the Shares can fluctuate to a significant extent under the impact of various
factors. The market price of the Shares may fail to reflect the cost of the respective investments in the
Issuer’s shares. Besides, it can fluctuate to a significant extent depending on many factors (many of which
are not controllable by the Issuer), including the changes in the results of the Issuer’s activity, the
deviations of the financial results from the expectations of the stock market, the modifications in the
amounts of cash receipts, the analysts’ assessments, the representation on the fact that other market sectors
have prospects of a quicker growth, the general economic conditions, the modifications in the legislation
pertaining to the sector where the Issuer undertakes its activity, as well as other events and factors that are
not controllable by the Issuer. The market price of the Shares may differ to a very significant extent from
the Issuer’s net asset value.
A significant risk in relation with the acquisition of the shares of JSC INTER RAO UES is the risk
of unfavorable market conditions on the stock market of the Russian Federation, expressed in the
probability of unfavorable changes of the company’s stock quotations in connection with the global
financial and economic crisis.
The global financial and economic crisis has started with the crisis on the U.S. real property market
in the middle of 2007, and, by spreading on the market of mortgage securities (derivatives), has
subsequently affected the entire global market of borrowed capital. In condition of a sharp growth of the
borrowed fund cost and of a general crisis of trust, the companies of the real sector threatened to fail to
fulfill their obligations under the existing debt liabilities (given the difficulties in debt refinancing). Also,
an impeded access to the sources of borrowed capital threatens the implementation of planned investment
programs, which fact, for its turn, generates a deeper –judging by the long-term consequences – crisis in
the real sector of the economy (the expected growth rates of the economies of the U.S. and Europe are
nearing 0%). The crisis in the real sector is inevitably affecting the commodities and raw stock markets
(hydrocarbons, metals). A consequence of the negative trends described above for the Russian stock
market is the decrease of the companies’ stocks quotations, which, on one hand, is the result of the
speculative flow-out of cash from the Russian stock market caused by the foreign investors, and, from the
other hand, causes the investors to have more moderate expectations about the economic growth in the
medium term.
20
The Shares prices may be exposed to sharp fluctuations in future. One of the reasons of such
fluctuations, among others, is over 10 public placements of the shares of the generation companies (both
TGKs and OGKs) that have been made during the reorganization of JSC RAO UES of Russia.
The main risks are briefly described below; however, the list set out below is not exhaustive.
The issuer’s actions to mitigate the risks:
- the reconstruction of the operating generation facilities and the construction of new ones;
- the technical upgrade of the fixed assets.
- the enhancement of operating efficiency by implementing programs to cut production costs and
savings programs;
- the implementation of a balanced financial policy.
- continuous analysis of the situation on the electric and thermal power market;
- the conclusion of long-term agreements on electric power supplies;
- the conclusion of long-term agreements with the fuel suppliers at fixed prices known in advance and
taken into account during the establishment of tariffs;
- the creation of a competitive environment in the domain of purchases.
The Issuer is affected by risks related to the prices fluctuations on the external markets. Also, a
significant negative impact on the Issuer’s activity may be caused by the global deterioration of the
situation on the global market of fuels and energy, which will touch upon Russia as well.
2.5.1. Sector risks
The impact of a possible deterioration of the situation in the issuer’s sector on its activity, and the
fulfillment of obligations under the securities:
The main activities of the Issuer are the production and sale, as well as the export and import of
electric power (capacity).
The electric energy sector is an infrastructural branch of the economy. The forecasted dynamics of
the sector development is determined by the general dynamics of the social and economic development of
all the economic sectors of the Russian Federation, and, to a certain extent, by the climatic and weather
conditions in Russia.
The most important events for the Issuer in the electric energy sector are as follows:
-
the completed reorganization of JSC RAO UES of Russia and the continuing reforms in the electric
power sector as a whole;
-
the continuing process of liberalization of the internal electric power market (OREM – Wholesale
Market of Electric Power and Capacity) and the launch of the capacities market in July 2008.
If the reforms continue at the same pace in the sector, while the liberalization of the OREM is
progressing, the companies’ value assessments will approach the fair value. However, the possible pauses
in the pace of creation of a final market model are not excluded, which can generally affect the
companies’ values growth rates.
It is necessary to take into account the fact that one of the tasks of the reforms in the Russian
electric power sector is the creation of competition in the domain of electric energy production and
supplies in Russia. The Issuer competes with other electric power producers that were given access to the
market. This competition will become more and more acute as the liberalization on the wholesale electric
power market continues. In future the Issuer may face strong competition from the territorial generation
companies (TGKs) and generation companies of the wholesale electric power market (OGKs), as well as
from other electric power producers working on the wholesale and retail electric power markets.
Besides, other electric power producers will emerge on the market. If the Issuer is not able to
compete efficiently in conditions of increasing competition in future, this can have a significant adverse
impact on the Issuer’s economic activity, revenues, and results of operations.
21
As for the undertaking of export and import activity and the trade on the OREM related thereto:
Presently, at undertaking of foreign economic activity (VED) in the domain of electric power there
are a number of problems remained unsolved and bearing risks for the Issuer:
- definition of the term “Capacity”. The capacity is a good in the Russian Federation, and is a service or a
right in the foreign power systems. There are problems related with the reflection of the substantive
part of the trading operations in the financial reports;
- the procedure of customs clearing of foreign trade operations taking account of the trade by the hour is
not determined. It is necessary to amend the legislation both of the Russian Federation and of the
foreign countries;
-
the format of the agreements on the parallel operation of power systems became outdated. The
provisions of such agreements do not keep up with the practice of market operations. It is necessary to
toughen the economic sanctions in relation to the foreign counteragents for deviations from the agreed
volumes of electric power (capacity) supplies.
As for the production and sales of electric power on the domestic market of the Russian Federation:
The suspension of liberalization of the domestic electric power (capacity) market or the refusal to
continue it may have a significant adverse impact on the Issuer’s economic activity concerning the
decrease of revenue from sales of electric power produced by the Issuer’s own generation facilities, as
well as from sales of imported electric power supplied to the Russian domestic market. One of the tasks of
the electric power market reforming is the price liberalization. In compliance with the statutory acts that
were adopted recently, the quantity of electric power produced and sold at regulated prices must, as
expected, decrease in future by 5 to 15 per cent per annum (out of the planned quantity of electric energy
production in 2007). The basis of such gradual liberalization of the market has been established by the
resolutions of the Government of Russia, which may at any time be amended and altered to a significant
extent, and which may at any time be canceled. Therefore, there are no guarantees that the market
liberalization will not be suspended or canceled in future. At the same time, the electric power tariffs as
established by the Federal Tariffs Service (hereinafter referred to as the “FST”) cover the Issuer’s costs
and expenses with a low return rate, which does not guarantee the Issuer revenues high enough to invest in
the construction of new power generation facilities. Therefore, the decrease of the pace of liberalization of
the domestic electric power (capacity) market or the cancellation thereof may have a significant adverse
impact on the Issuer’s economic activity and its revenues concerning the decrease of revenue from sales of
electric power produced by the Issuer’s own generation facilities, as well as from sales of imported
electric power supplied to the Russian domestic market
The consequences of the electric power market liberalization important for the Issuer will be as
follows:

free pricing (increase of the competitive sector’s share: January 01, 2007 – 5%, July 01, 2007 – 10%,
January 01, 2008 – 15%, July 01, 2008 – 25%, January 01, 2009 – 30%, July 01, 2009 – 50%, January
01, 2010 – 60%, July 01, 2010 – 80%, January 01, 2011 – 100%);

free access to RSV (day-ahead market) for the consumer (settlement of the cross-funding issue);

free choice of counteragents (free bilateral electric power supply agreements) and possibility to
conclude long-term agreements;

implementation of the electric power tariffs indexation method since 2008.
The Issuer’s economic activity depends on the decisions of the public authorities of various levels.
The Issuer undertakes economic activity and operations, among others, on the Russian electric power
market that is minutely regulated by the Russian federal authorities and the authorities of the Russian
regions where the Issuer undertakes its production activity. The public authorities may from time to time
22
adopt new statutory acts and change their position with regard to various issues, and may in general take
measures that may either delay or precipitate the reforms in the electric energy sector, which may have a
significant adverse impact on the Issuer’s economic activity, revenues, and results of economic activity.
Taking account of the fact that the Issuer has a balanced business structure, which is unique in
Russia, i.e. the production of electric power by means of its own generation assets combined with export
and import activity, a part of the risks is leveled. Thus, given the prices growth on the domestic market of
the Russian Federation, the decreasing revenues from export operations in connection with the growing
prices of the electric power purchased are compensated by the increasing revenues from the sales of
imported electric power and of electric power produced at its own generating equipment, and vice versa.
Risks related to a possible modification of the prices of raw stock and services used by the issuer in its
activity (separately on the domestic and external market) and the impact thereof on the issuer’s activity
and fulfillment of obligations under securities:
1. Risks related to a possible modification of the prices for the energy carriers and the supply
thereof
The main sector risk for the production and sale of thermal and electric power is the lag between
the fuel prices growth and the thermal and electric power prices growth. Gas is the main type of fuel in the
fuel balance of thermal generation. If the Government of Russia expedites the gas prices liberalization or
increases the regulated prices (tariffs) of gas faster than the volume of electric power sold under regulated
prices (tariffs) will decrease, the Issuer will feel a strong pressure regarding its rate of return, EBITDA,
and net profit indices, until such tariffs are adjusted taking account of higher gas prices.
Moreover, if the gas supplied to the Issuer’s power plants in compliance with the current gas
supply limits is not sufficient for purposes of electric power generation, then the gas that will have to be
bought in addition to such limits can be bought from JSC Gazprom and from the independent suppliers on
the free market at commercial prices that may exceed the tariffs established by the FST in relation to the
gas supplied under the limits. The increase of the volume of gas purchased on a commercial basis,
together with the decrease of the limits of gas supplied under regulated prices, as well as the significant
liberalization or growth of the regulated prices may cause the increase of the Issuer’s expenses.
If the growth of the expenses for gas is not reflected in the regulated prices (tariffs) for electric
power under which the main part of the electric power produced by the Issuer is sold or will be sold (at
least for the next several years), and/or if the gas is supplied irregularly, this may have a significant
adverse impact on the Issuer’s economic activity, revenues, and results of operations.
Possible effect of adverse changes: deterioration of the Issuer’s financial and economic situation.
The Issuer’s actions to mitigate the said risks are as follows:
-
the increase of the Issuer’s operating efficiency by means of implementation of programs for the
production costs reduction and fuel saving programs;
-
the conclusion of long-term agreements with the suppliers at fixed prices known in advance and taken
into account at establishment of tariffs;
-
the implementation of a balanced financial policy;
-
the determination of an optimum fuel purchase schedule;
-
the implementation of a policy aiming for the diversification of the fuel balance.
2. The risk of occurrence of a situation when the consumers shift from the centralized thermal
power supply to the individual one as a result of the growth of the fuel component in the cost price of
thermal power production in condition of increasing gas prices is deemed to be insignificant for the
following reasons:
23
a) the increase of the gas prices will lead at the same time to the growth of the fuel component to
comparable extents both for the individual and the centralized thermal power generation;
b) the modification of the structure of thermal and gas distribution grids will require significant
expenses from the individual producers.
The risk of the consumers’ transition from centralized heat consumption to the individual one is
negligible.
3. Risks related to the increase of prices for equipment and other material and technical
resources used by the Issuer in its activity.
Possible effect of adverse changes: deterioration of the Issuer’s financial and economic situation.
The Issuer’s actions to mitigate the said risks are as follows:
- the creation of a competitive environment in the domain of works and services purchases;
- the optimization of costs of the repair and operation needs and capital construction.
The change of prices for materials and components is not supposed to have a significant adverse
impact given the negligibility of the respective component of the cost price. The Issuer develops measures
aiming to decrease the expenses occurring in the course of the repair campaign by selecting the suppliers
of materials and services on a competitive basis and by shifting from the normative repair volumes to the
repairs based on the actual state of the equipment.
The structure and the current state of the equipment, as well as the measures included in the
investment program, and the Issuer’s development strategy are aimed at the mitigation of the risk of
equipment reliability loss in the foreseeable future.
The risks related to an eventual change of the prices for raw stock and services used by the Issuer in
its activity on the domestic and external markets will not have a significant adverse impact on the
fulfillment by the Issuer of its obligations under the placed securities in the nearest future.
Risks related to an eventual change of the prices for the issuer’s products and/or services (separately on
the domestic and external market), and the impact thereof on the issuer’s activity and fulfillment of
obligations under securities:
1. Risks related to the implementation of the target model of a competitive electric power market
Possible impact of adverse changes: deterioration of the Issuer’s financial and economic situation
as a result of an increased level of competition in the non-regulated sector of the electric power market.
The Issuer’ actions to mitigate the said risks are as follows:
- the continuous analysis of the electric and thermal power market environment;
- the conclusion of long-term electric power supply agreements;
- a flexible strategy of participation;
- the selection of an optimum structure of counteragents.
2. Risks related to the governmental regulation of the tariffs for thermal and electric power as a
result of which the tariffs may be established at a level lower than the level of economic expediency.
The governmental regulation of the prices (tariffs) for electric and thermal power on the Russian
market is undertaken in compliance with the provisions of the Federal Law No.147-FZ “On Natural
Monopolies” of April 14, 1995, of the Federal Law No.41-FZ “On Governmental Regulation of Tariffs for
Electric and Thermal Power in the Russian Federation” of April 14, 1995, as well as of a number of
decrees issued by the Government of the Russian Federation.
24
Since April 2004 the task of regulation of the prices (tariffs) for the products (services) of natural
monopolies in the fuel and energy complex is assigned by the Government of the Russian Federation to
the Federal Tariffs Service (FST).
JSC INTER RAO UES (formerly known as JSC Sochinskaya TPS) is included in the List of
organizations for which the tariffs for the electric power supplied are established by the Federal Tariffs
Service. The tariff for electric power (capacity), as a rule, covers the main costs of the Company and the
change of the prices for the basic raw stock. However, it is impossible to guarantee that in future the
governmental tariff policy would not have an adverse impact on the results of the financial and economic
activity of the Company, especially given the partial stage-by-stage liberalization of the electric power
market and the decrease of the share of capacity and electric power paid under regulated prices.
The existence of a tariff imbalance on the wholesale market is related to the imperfect market
mechanisms and a statutory base that governs the terms and procedure of repayment of undistributed
debts.
The transition to operations based on the NOREM (New Wholesale Market of Electric Power and
Capacity) rules since September 01, 2006 has solved the problem of tariff imbalance but has aggravated
the problem of the consumer’s failure to pay the generation companies for the electric power supplied.
Possible effect of adverse changes: deterioration of the Issuer’s financial and economic situation.
The Issuer’s actions to mitigate the said risks are as follows:
- the increase of the operating efficiency by implementing programs for production costs reduction and
fuel saving programs;
-
the conclusion of long-term electric power supply agreements;
-
the implementation of a balanced financial policy.
The Issuer undertakes activity on the external market; therefore, the adverse impact on the Issuer’s
activity may be caused by the global deterioration of the situation on the global fuel and energy market or
by the deterioration of the situation on the market of a certain country where the Issuer undertakes its
activity.
The risks related to the possible change of prices for the Issuer’s products and/ or services on the
domestic market will not have an adverse impact on the fulfillment by the Issuer of its obligations under
the securities.
Other sector risks:
-
The Company’s participation at the capacity market is limited (the imported capacity is not sold; there
is a possibility to buy capacity in order to secure the export; there is no possibility to conclude SDEMs
(Free Electric Power and Capacity Purchase and Sale Agreements));
-
the issues related to the commercialization of parallel operation of the power systems (for instance, the
provision of capacity reserves, the rendering of mutual assistance in case of emergency) are
insufficiently well reflected in the OREM model and do not reflect the actual costs;
-
the mathematical model of the OREM does not fully take into account the specificities of the export
and import activity (the pricing is not transparent);
-
the exporters and importers are not able to influence the pricing in the free sector of the OREM as they
play on a market with price acceptance bids;
-
there is no clear interaction between the infrastructural organizations of the OREM in charge of the
provision of foreign economic activity (the liability of SO (System Operator), FSK (Federal Grid
Company), ATS (Emergency Technical Support) is not determined as far as the guaranteeing of
import and export is concerned);
25
-
the statutory acts base requires significant improvement.
2.5.2. Country and Regional Risks
Risks related to the political and economic situation in the country and in the region where the issuer is
registered as taxpayer and/or undertakes its main activity, provided that the issuer’s main activity in such
country (region) brings 10 and more per cent of revenue for the last full reporting period preceding the
date of approval of the Securities Prospectus:
Country risks
There is a probability of destabilization of the economic situation in the country, related to a
possible crisis on the global financial markets or by a sharp decline of the oil prices. Besides, the
destabilization of the situation in the country is possible because of the emergence of labor conflicts and of
an increasing social tension as a result of some unpopular actions of the government in the framework of
implementation of economic reforms.
The political instability in the Russian Federation might cause an adverse impact on the
Issuer’s activity. Eventual changes in the governments, major political changes and the failure to reach an
internal consensus by the government, the executive and political bodies, and the influential economic
groups in Russia may lead to political instability, which might, in some cases, bring unfavorable
consequences for the Issuer’s activity, financial situation, prospects, and Shares value. Theoretically, the
suspension or the contestation of the results of the economic reforms and of the electric power market
liberalization are possible, also, the nationalization of generation companies is theoretically possible. Such
changes might have significant unfavorable consequences for the Issuer’s position, activity, financial
situation, prospects, and, with all that, for the value of its Shares.
As for the undertaking of export and import activity and trade on the OREM:
The conditions for the undertaking of foreign economic activity during the last 3 years are
characterized by:
-
an increasing energy deficit in the neighboring energy systems (Kazakhstan, Belarus, Moldova,
Turkey). The result is the decrease of the quantities of electric power imported to the territory of the
Russian Federation;
-
the increasing impact of the forced use of energy systems parallel operation modes because of the
decrease of the necessary capacity reserves and of the loss of regulating ability in the foreign energy
systems. The deviations between the actual and scheduled quantities of electric power supplies on the
border with Kazakhstan reached 1,000 MW;
-
the policy of independence from the energy system of the Russian Federation which is actively
implemented on the adjoining national power markets.
-
the increasing importance of the provision of system reliability, including the obtaining of the right to
acquire electric power in emergency situations.
Since 2005 the export and import activity has become an economic factor ensuring the reliability of
the interaction of the Russian energy system with the energy systems operating in parallel.
Regional risks
The Issuer is registered as taxpayer in the Russian Federation.
According to the Issuer’s estimates, the political and economic situation in the regions where the Issuer
undertakes its activity is generally stable. The regions where the Issuer undertakes its activity record strong
economic growth. The further improvement of the regions’ economic situation will certainly have a positive impact
on the Issuer’s activity and will have a favorable effect on its financial situation. There are no negative changes in
the economic situation forecasted for the nearest future that might have an adverse impact on the Issuer’s activity
and economic situation.
26
Prospective actions to be undertaken by the Issuer in case of adverse impact on its activity of the
changes in the situation in the country (countries) and in the region:
The most part of the said risks cannot be controlled by the Issuer because of the scale of the risks. In
case of destabilization of the situation in Russia that might have an adverse impact on the Issuer’s activity,
the Issuer shall take a number of anti-crisis management measures in order to decrease as much as possible
the adverse impact of the situation on the Issuer, including cuts of production costs and other expenses, and
curtailment of investment plans.
In case of destabilization of the situation in the countries where the Issuer undertakes activity, the
Issuer shall take a number of anti-crisis management measures in order to decrease as much as possible the
adverse impact of the situation on the Issuer, or a number of measures to restructure its business.
Risks related to eventual military conflicts, the announcement of national emergency, and strikes in
the country and the region where the Issuer is registered as taxpayer and/ or undertakes its main activity:
The risks related to eventual military conflicts, the announcement of national emergency, and strikes
in the Russian Federation and the regions where the Issuer undertakes its activity are in general estimated
by the Issuer as minimum risks.
However, it is not excluded that as a result of military conflicts, announcement of national
emergency, and strikes in certain countries and regions the Issuer would face difficulties in the
undertaking of financial and economic activity in such countries and regions.
Risks related to geographic specificities of the country and the region where the Issuer is registered
as taxpayer and/ or undertakes its main activity (including higher risk of natural disasters, possible
failure of transport communication because of remote location and/ or difficulty of access, etc.):
The Issuer undertakes its activity in regions with a developed infrastructure and is not exposed to
risks related to the failure of transport communication in connection with remoteness and/or difficult
access.
The risks related with a higher threat of natural disasters are assessed by the Issuer as minimum risks.
Regional risks within undertaking of foreign economic activity:
Kazakhstan:
The loss of regulating ability in connection with a growing deficit of capacity and the absence of
regulating capacities. In certain periods the deviations from the scheduled supplies reach a value in the
magnitude of 1,000 MW. Given a significant deficit of capacity in the energy system of Middle Asia and
the southern part of the Kazakh energy system, in the upcoming OZM (fall-winter load maximum) an
unsteady operation mode is expected in the entire system.
The Baltic countries:
The capacity deficit expected since January 1, 2010 will reach a value in the magnitude of 2,000
MW in connection with the stop of the IInd unit of the Ignalinskaya AES and insignificant new generation
facilities to be commissioned.
Belarus:
A significant capacity deficit (700-800 MW) is expected in the OZM of 2008/2009 till the
completion of reconstruction and commissioning of new generation facilities. The commissioning of
important facilities are expected no earlier than in 2015.
Azerbaijan:
There are problems related to excessive capacities and forced supplies of electric power (capacity)
to the Russian Federation in periods of minimum loads. Weak electric connections between the energy
27
system of Azerbaijan and the UES of Russia. Weak electric connections between the generation centers
and the consumption centers in the energy system of Azerbaijan.
Ukraine:
Low regulating ability due to the structure of generation facilities (nuclear power plants and
hydropower plants).
Georgia:
Low reliability of the electric grids in the energy system of Georgia; the balance of the Georgian
power system depends to a significant extent on the water content of Inguri GES located on the territory of
the Republic of Abkhazia.
Russia:
- non-transparent and unpredictable pricing on the OREM
- the statutory and legal base of the sector does not fully take into account the peculiarities of undertaking
of foreign economic activity;
- high level of taxes and various deductions, as well as of tariffs for the services of infrastructure
organizations participating at the technological process in the commercial activity of the Company.
For the medium term (to 2013) the specialists of JSC INTER RAO UES forecast the following regional
risks related to the undertaking of commercial activity:

the unauthorized flows of electric power across the border of the Russian Federation will increase,
being caused by the inability of a number of foreign energy systems to efficiently control their own
balance (Ukraine, Kazakhstan, Mongolia);

the competition for the export market from the side of the energy systems with surpluses will become
more acute (Azerbaijan-Iran, Georgia-Turkey, Ukraine-the Baltic Countries, Ukraine-the Eastern
Europe). In conditions of unsolved issues related to the inter-country electric lines Russia may lose its
influence on the traditional energy markets;

The energy systems with deficits that implement their own investment programs, along the completion
thereof, will decrease the dependence on the electric energy supplies from the territory of the Russian
Federation (Belarus, Azerbaijan, Georgia, Ukraine, Kazakhstan). The acquisition of foreign energy
assets on the territories becomes more important in order to maintain the influence;

The competition for the raised financial funds will become more acute for the implementation of own
investment programs in the foreign energy systems (Kyrgyzstan, Tajikistan, Uzbekistan, Belarus,
Southeastern Asia, Baltic Countries, Eastern Europe);

The increasing dictate of the transit countries – Belarus, Ukraine, Kazakhstan, Moldova.
2.5.3. Financial risks
In the framework of its financial and economic policy the issuer takes borrowed funds in the form of
bank credits and fulfills its obligations in due time. Therefore, the issuer is exposed to the risk of
modification of interest rates under the interest-bearing liabilities.
In July 2008 the Issuer’s Management Board has approved the Provision on the Financial Risks
Management System and a package of the respective internal statutory acts governing the Issuer’s activity
related to the financial risks management. The Provision on the Financial Risks Management System
governs the procedure of assessment and management of currency risk and interest-rate risk, solvency loss
risk (including the liquidity risk), and credit risk.
Foreign currency exchange rate change risk (currency risk)
28
A significant part of the Issuer’s receipts is taken in foreign currency, namely, in euros. Some financial
investments of the Issuer are nominated in foreign currencies, including the euro and the U.S. dollar.
Moreover, the Issuer’s financial debt is nominated in several currencies, including the ruble, the euro, and
the U.S. dollar. Thus, the Issuer is exposed to the risk of cash flow change, as well as to the risk of
revaluation of assets and liabilities nominated in foreign currencies as a result of change of the foreign
currencies exchange rates. The Issuer assesses and monitors this risk on a regular basis.
To mitigate the currency risk the Issuer undertakes the following actions:

manages the debt and financial investments structure in such manner so as to ensure the
compliance in volume and time of cash inflows and outflows expressed in the same foreign currency;

maintains a sufficient amount of the credit facilities nominated in various foreign currencies in
order to ensure the flexibility of the debt currency structure;

maintains a sufficient amount of liquid assets nominated in foreign currencies;

carries out operations on the derivatives market for purposes of hedging the currency risk.
According to the Issuer’s estimates, the currency risk presently cannot have a significant impact on the
Issuer’s ability to fulfill its obligations. In case of a sharp increase of the Issuer’s exposure to currency risk
the Issuer shall respectively adjust the currency risk management measures, and, among others, shall
increase the share of hedged operations.
Interest rate change risk (interest-rate risk)
The cost of servicing of some liabilities of the Issuer is sensitive to the changes in the market interest
rates, in particular, the LIBOR interbank credit rates. Besides, the Issuer is exposed to interest-rate risk as
a result of the revision of the crediting rates under the credits at the time of the refinancing thereof.
In order to manage the interest-rate risk the Issuer manages a structure of assets and liabilities sensitive
to the interest rate changes in such a manner so as to ensure the accordance between them as far as the
interest rates revision terms are concerned. As a result of the decrease of the lag between the assets and the
liabilities sensitive to the interest rate changes, the cash flows generated by such assets and liabilities are
leveled, leading to the decrease of the interest-rate risk.
Given that at the present time the share of the Issuer’s assets and liabilities with high sensitivity to the
interest rate changes is not large, the Issuer’s exposure to interest-rate risk is estimated by the Issuer as
average. According to the Issuer’s estimates, the interest-rate risk, taking account of the actions
undertaken to mitigate it, cannot presently have a significant impact on the Issuer’s ability to fulfill its
obligations. However, it is necessary to take into account the fact that in case of deterioration of the
financial crisis and of growth of the risk related to a sharp negative change of the interest rates, the
Issuer’s exposure to the interest-rate risk would increase.
In case of a sharp negative change of the interest rate the Issuer’s borrowing program will be adjusted
respectively. In case of increase of the Issuer’s exposure to interest-rate risk, the financial instruments
hedging the interest-rate risk will be used.
The impact of the inflation on the payments on securities, critical, in the issuer’s opinion, values of
inflation, and the issuer’s presumptive actions to mitigate the said risk:
According to the data of the Federal State Statistics Service, the inflation index in 2003 made 12%, in
2004 – 11.7%, in 2005 – 10.9%, in 2006 – 9.0%, in 2007 – 11.9%. According to the estimates of the Bank
of Russia, the inflation in 2008 will make about 13%. The risk of preservation of relatively high price
growth rates till the year end is supported by the uncertainty related to the prospects of the end of the
global financial crisis, the change in the investor behavior, and the producers’ price policies. Presently, the
inflation level does not have a significant impact on the Issuer’s credit capacity.
The negative impact of the inflation on the Issuer’s financial and economic activity may be caused by
the following risks:
 the risk of losses related to the reduction of the actual value of the accounts receivable at
significant deferrals or delays of payments;
 the risk of increase of the interest payable;
29

the risk of increase of the cost price of goods, products, works, services, because of the
increase of the prices for energy carriers, the transport expenses, the wages, etc.;
 the risk of decrease of the actual value of the funds raised for the implementation of the
investment program.
A significant exceeding of the actual inflation level over the forecasted ones and the emergence of
galloping inflation (25-30% per annum) may have a negative effect on the Issuer’s profit rates. At the
same time, the probability of such critical inflation values, taking account of the current policy of the
Government of the Russian Federation and of the Central Bank of the Russian Federation is estimated as
low.
In case of a significant excess of the inflation over the forecasted levels the Issuer shall take measures
to optimize the cost and to increase the frequency of adjustment of the electric power tariffs.
The indices of the issuer’s financial reports that are most exposed to changes as a result of the impact
of the said financial risks. Among others, the risks, the probability of the risks emergence, and the nature
of the modifications in the reports are indicated.
Probability of
Nature of the modifications in the
risks emergence
reports
The indices in the Issuer’s financial
reports that are most exposed to the
influence of the interest-rate risk are the
items of the profit and loss statement that
reflect the interest payable and the net
profit. The increase of the market interest
rates increases the Issuer’s expenses for
Interest rates change
interest payment, and therefore decreases its
1
Moderate high
risks
net profits.
Given that the share of the Issuer’s
assets and liabilities with a high sensitivity
to the change of the interest rates is
currently not very large, the Issuer’s
exposure to the interest-rate risk is assessed
by the Issuer as moderate.
№ Risks
Foreign
currency
2
exchange rate change risk
Moderate high
The indices in the Issuer’s financial
reports that are most exposed to the
influence of the currency risk are the
balance sheet items nominated in foreign
currencies, including the short- and longterm
liabilities
and
the
financial
investments, as well as the receipts and the
net profit. The decrease of the interest
currencies exchange rates to the ruble has a
negative impact on the indices of receipts,
net profit, and financial investment. The
increase of the interest currencies exchange
rates to the ruble has a negative impact on
the indices of short- and long-term
liabilities.
Taking account of the actions
undertaken to decrease the exposure of the
financial situation, liquidity, funding
sources and the Issuer’s activity results to
30
3 Inflation
Moderate high
the changes in the currency exchange rates,
according to the Issuer’s estimates, the
currency risk currently cannot have a
significant influence on the Issuer’s ability
to fulfill its obligations.
The index in the Issuer’s financial
reports that is most exposed to the inflation
growth risk is the net profit. In case of a
sharp growth of the inflation this index
would decrease.
2.5.4. Legal risks
Risks related to the changes in the foreign exchange regulations:
The Issuer is a participant of the foreign economic relations. A part of the Issuer’s assets and
liabilities is nominated in foreign currency; therefore, the changes introduced by the government in the
foreign exchange regulation mechanisms may as a whole impact the Issuer’s financial and economic
activity.
The currency legislation of the Russian Federation is often subjected to changes. Despite the recent
liberalization of the currency control regime in Russia and the cancellation of certain restrictions since
January 1, 2007, the existing currency legislation still contains numerous limitations. In particular, it is
necessary to obtain the prior permission of the tax authorities for the opening of a currency account in the
banks that are located in the countries not being members of the Organization for Economic Co-operation
and Development (OECD) or of the Financial Action Task Force for Money Laundering (FATF).
Moreover, many restrictions related to the currencies were not cancelled since January 1, 2007, including
the restriction on currency operations between the residents, excluding those that are expressly permitted
by the law on foreign exchange regulation and foreign exchange control, and by the statutory legal acts of
the Central Bank of the Russian Federation. The said limitations may affect the issuer’s ability to freely
conclude some transactions necessary for a successful business activity.
However, the trend of currency regulation liberalization decreases the risks of negative
consequences for the Issuer’s activity related to the subsequent changes in the foreign exchange
legislation.
In the reporting period no material amendments were made to the legislation on the foreign exchange
regulation and foreign exchange control.
Risks related to the changes in the tax legislation:
The tax legislation of the Russian Federation is rather often subjected to changes. In the issuer’s
opinion, such risks affect the issuer just like they affect all the other market subjects.
A negative impact on the issuer’s activity may be caused, among others, by the following changes related
to:
- the introduction of amendments or alterations to the legislative acts on taxes and dues pertaining to the
increase of the tax rates;
- the introduction of new types of taxes;
- other modifications in the Russian taxation system.
Such changes in the tax legislation may lead to the increase of the tax payments, and, as a result, to
the decrease of the issuer’s net profit. The changes in the Russian tax system may have a significant
adverse impact on the attractiveness of the investments in the issuer’s shares.
A number of changes, in effect since January 01, 2008, have been made to the tax legislation to alter
the procedure of calculation and payment of taxes and dues. The most important of the aforesaid changes
affecting the Issuer’s activity, may be deemed to be the following:

a zero rate of taxation was introduced for the dividends received from the affiliated companies;
such rate may be applied provided that a number of conditions is met;
31

the tax rate for the revenue in the form of dividends received by a Russian organization from a
foreign organization has been decreased from 15% to 9%;

the duration of the VAT taxation period has been increased from 1 month to a quarter;

the list of operations relieved from taxation has been completed with the operations of assignment
(accrual) of rights (claims) of creditors under the obligations provided by agreements on loans facilities in
monetary form and (or) credit agreements;

the period of collection of documents to confirm the zero per cent tax rate and the tax deductions
has been prolonged to 180 days for the persons undertaking works and services related to the production
and sale of goods exported in the customs-approved exportation regime.
The drafts that may be approved and passed in 2008, and the Principal Directions of Tax Policy for
the year 2009, and for the planned period of 2010 and 2011, provide for a number of changes. The most
significant of the changes planned is the procedure of regulation of the transfer pricing, which amends to a
significant extent, and completes the provisions of the articles 20 and 40 of the Tax Code of the Russian
Federation.
Together with the said innovations, the following important measures are planned for the
amendment of the tax legislation of the Russian Federation:

the introduction of the institution of consolidated reporting to state the procedure of consolidation
of revenues and expenses, and of profit declaration by a holding or a group of taxpayers;

the introduction of the institution of tax residency of legal entities for purposes of taxation of the
profits of the organizations registered in offshore zones;

the improvement of the procedure of VAT calculation.
The nature of the changes already made and scheduled is assessed by the Issuer as positive and
aiming at the observance of the general principles of taxation as established by the Constitution of the
Russian Federation and by the general part of the Tax Code of the Russian Federation, and at the
reinforcement of the tax control measures.
The Issuer undertakes continuous monitoring of the changes made to the tax legislation; the Issuer
assesses and forecasts the degree of possible impact of such changes on its activity. Taking account of all
the aforesaid, the probability of occurrence of risks related to the implementation and eventual alteration
of the tax legislation is assessed by the Issuer as insignificant.
However, despite the fact that the Issuer seeks to diligently fulfill the requirements of the tax
legislation, one cannot exclude the risks of tax claims being made to the Issuer.
The Issuer, as a law-abiding taxpayer, in conditions of imperfect and frequently changing tax
legislation, does its best to observe the legislation, and, when necessary, defends its positions in court.
Risks related to the change of customs control rules and duties:
The Issuer is a participant of the foreign economic relations. Therefore, the Issuer is exposed to
certain risks related to the change of the legislation in the domain of governmental regulation of the
foreign commercial activity as well as in the domain of the customs legislation governing the relations
with regard to the establishment of the procedure for the goods transit across the customs border and for
the collection of customs payments.
The professional organizations – the customs brokers – are involved in the undertaking of activity
related to the formalization of customs operations, the payment of customs duties, and to other actions
related to the observance of the customs regimes for export and import of electric power and to the
representation of the Issuer’s interests in the domain of customs control. It is necessary to mention that the
execution of customs operations through the customs brokers does not relieve the Issuer from the potential
risk of being brought to administrative liability in case of violation of the customs legislation, for the
prevention of which risk the Issuer ensures the efficient interaction with, and control over, the actions of
the customs brokers.
The changes in the customs duties on electric power may, among others, have an adverse impact
on the Issuer’s activity. However, this risk is common for all the subjects of foreign economic activity,
and may not be regarded as a material risk.
In the 3rd quarter of 2008 no material amendments were made to the customs legislation of the
32
Russian Federation. Thus, the dynamics and the nature of the changes made to the customs legislation
provide that this is one of the most stable domains of law, which allows for assessing the legal risks
related to the changes in the rules of customs control and in the procedures of customs duties payment as
insignificant risks.
Risks related to the change of the requirements for the licensing of the issuer’s main activity or for
the licensing of the rights to use objects of limited turnover (including the natural resources):
The legal risks related to the change of the requirements for the licensing of the Issuer’s main
activity may have unfavorable consequences only to a small extent, as the Issuer undertakes its activity on
the basis of observance of the norms of the current legislation of the Russian Federation, and, by
monitoring the changes, takes account of the changes in its activity.
No statutory legal acts related to the matters of licensing of the issuer’s main activities or of
licensing of rights to use objects of limited turnover (including the natural resources) were adopted during
the reporting quarter; no amendments were made to the current statutory legal acts.
The risks related to the changes in the legislation or to the decisions of the federal or local public
authorities concerning the matters of licensing are not controllable by the issuer, and the issuer cannot
guarantee that there will be no future changes of such kind that might have a negative impact on the
company’s activity. However, presently there are no prerequisites detected for risks of legal nature related
to the change of the requirements for the licensing of the issuer’s main activity. There is no information
about any initiatives to introduce changes in the existing procedure of licensing of the issuer’s main
activity or of licensing of rights to use objects of limited turnover (including the natural resources). In case
of change of the respective requirements the issuer shall take all the measures necessary to receive the
required licenses and permits.
Risks related to the change of the judicial practice concerning the matters related to the issuer’s
activity (including the licensing matters) that may have an adverse impact on the results of its activity as
well as on the results of the current judicial proceedings that the issuer participates at:
The decisions of the Constitutional Court of the Russian Federation, the resolutions of the Plenum
of the High Arbitration Court of the Russian Federation and of the Supreme Court of the Russian
Federation have a great importance for the correct resolution of disputes.
The Issuer is studying carefully the changes in the judicial practice related to the Issuer’s activity
(including the licensing matters) for purposes of a continuous accounting of such changes in its activity.
The judicial practice is analyzed both at the level of the Supreme Court of the Russian Federation and of
the High Arbitration Court of the Russian Federation, and at the level of district federal arbitration courts;
the legal position of the Constitutional Court of the Russian Federation on certain matters of law
enforcement is being analyzed.
In case of introduction of changes in the judicial practice concerning the matters related to the
Issuer’s activity, the Issuer intends to plan its financial and economic activity by taking account of such
changes.
As for the changes in the law enforcement practice in connection with the issuer’s cases, in the 3rd
quarter of 2008 there were no significant changes made to the practice of application of legal norms by the
judicial authorities at administration of justice.
2.5.5. Risks related to the issuer’s activity
The main activities of the Issuer are the production and sale of, as well as the export and import of,
electric power (capacity).
As for the production and sale of electric power on the domestic market of the Russian Federation:
In conditions of a continuing process of liberalization of the domestic electric power market and of
the transition to a target competitive model of the domestic market the price risk is the most significant
risk for the Issuer in the medium term.
33
The prices on the free market may turn out to be insufficiently high to cover the Issuer’s costs and
expenses. Provided that the process of market liberalization continues, the electric power price level that is
created on the free market would have a decisive importance from the viewpoint of the Issuer’s revenues
and profitability. If in future the free market prices turn out to be insufficiently high to cover the Issuer’s
costs and expenses, this can have a material adverse impact on the Issuer’s economic activity, revenues,
and results of operations.
Risks related to the current legal proceedings that the issuer participates at:
After JSC Severo-Zapadnaya TETs, JSC Ivanovskie PGU and ZAO INTER RAO UES, JSC
Kaliningradskaya TETs-2, JSC INTER RAO UES Holding have been affiliated to JSC INTER RAO UES,
the risk related to any of the current legal proceedings that the issuer participates at, cannot be deemed as
material given the significant increase of the Issuer’s assets.
Risks related to the lack of possibility to prolong the validity of the issuer’s license for the undertaking of
a certain activity or for the use of objects of limited turnover (including the natural resources):
According to the Issuer’s assessment, the risk related to the failure to prolong the issuer’s license for the
undertaking of a certain activity or for the use of objects of limited turnover (including the natural
resources) is insignificant; however, the issuer cannot guarantee the prolongation of the licenses. The
impossibility to prolong the licenses used by the issuer in its activity may have an adverse impact on the
issuer’s activity.
Risk of the issuer’s eventual liability for the debts of third parties, including the issuer’s affiliated
companies:
The risk of the Issuer’s eventual liability for the debts of affiliated companies and third parties is assessed by the Issuer as
insignificant, as the Issuer follows a balanced policy of management of the affiliated companies and of the third parties’ debt
obligations.
Risks of loss of consumers, the turnover with which accounts for no less than 10 per cent of the total
receipts from the sale of the issuer’s products (works, services):
In compliance with the Appendix No.1 to the Regulations of Registration of Regulated Agreements on
Purchase and Sale of Electric Power and Capacity and of Agreements of Commission Fees for the Sale of
Electric Power and Capacity (Appendix No. 6.2 to the Agreement of Joining the Trading System of the
Wholesale Market), the main criterion of optimization – the priority of linking of the regional generation
to the consumption on the same territory – is used in the creation of the mathematical model of the
schedule for the assignment of counteragents under regulated agreements.
The possibility to lose consumers, the turnover with which accounts for no less than 10 per cent of the
total receipts from the sale of the issuer’s products (works, services) at linking under regulated agreement
is assessed by the issuer as negligible.
As for the export and import activity and the trades on OREM related thereto:
At undertaking of commercial activity on the Russian and foreign energy markets, the Issuer
identifies and assesses the commercial risks and develops measure to reduce the adverse consequences of
occurrence of such risks.
The Issuer’s principal document for the risk management in the commercial activity is the
“Provision on the System of Risk Management in the Commercial Activity of JSC INTER RAO UES”.
The Provision determines the goals and tasks, the methodic approaches and regulations used in the
framework of the Policy of Commercial Activity in the process of risk management in the wholesale trade
of electric power (capacity) on the Russian and foreign energy markets.
When undertaking import and export activity and trade on OREM in relation thereto, the Issuer identifies
the following risk groups:
Risks group
Risk of tariff- and balancerelated decisions on the
Description
- risk related to the approval of uncompetitive prices for the electric
power and capacity purchase for purposes of exportation, and for
34
OREM
the sale of imported electric power;
- risk related to the change in the rates of payment for the services of
infrastructure organizations.
Price risk
Quantity risk
Non-payment risk
Statutory and legal risk
Technological risk
risk related to the unfavorable change of prices (volatility) for electric
power and capacity on the RSV and BR (balancing market) of OREM
and on foreign energy spot markets.
risk related to the deviation of the actual quantities of electric energy
transmitted via the MGLEP (inter-state power lines) from the
scheduled ones.
risk related to the failure of the counteragent (including the unified
party in the person of ZAO CFR on the OREM) to fulfill its
obligations before the Company under a transaction, pertaining to the
payment for electric power and capacity.
- risk related to the amendment of statutory legal acts governing the
operation of the OREM and of the regional (retail) electric power
(capacity) market, and the amendment of tax, customs, and
commercial legislation of the Russian Federation;
- risk related to the changes in the statutory legal acts governing the
operation of the energy markets in counteragent countries.
risk related to the failure to fulfill, or the improper fulfillment of,
contractual obligations for technological reasons and as a result of the
actions of the market's infrastructure organizations (JSC FSK UES,
JSC SO UES).
In order to manage risks, the Issuer applies various methods, including:

Acceptance of risk as a business element.

Avoidance of risk i.e. cessation of activity causing the risk.

Hedging or risk impact decrease, including by managing the trade portfolio.

Limitation i.e. establishment of certain limitations in the commercial activity.
Given that the Issuer has a balanced business structure that is unique in Russia, i.e. the Issuer
produces electric power by means of its own generation assets in combination with export and import
activity, a part of the risks is leveled. Thus, in conditions of the prices growing on the domestic market of
the Russian Federation, the decrease of the revenues from export operations related with the growing cost
of the electric power bought, is compensated by the increase of the revenues from the sale of imported
electric power and of electric power produced by its own generation facilities, and vice versa.
Other risks related to the Issuer’s activity and specific to the Issuer exclusively:
A risk specific to the issuer as to a power generation company is the risk related to the seasonal changes in the electric
power consumption level.
The Issuer’s activity is also exposed to environmental risk that consists in the possibility of
unintended exceeding by the Issuer of the established norms of discharge of polluting substances in the
atmosphere and in the water bodies, as well as of the norms of waste management.
In order to mitigate the said risk, the Issuer undertakes nature protection activity for purposes of
observing the environmental legislation and to protect the public health by observing the norms of
permitted environmental impact.
The Issuer holds the necessary permits and approved norms of environmental impact – the discharge
of polluting substances in the atmosphere, the discharge of polluting substances in water bodies, waste
disposal.
35
There are no excesses of the established norms of environmental impact.
The Issuer had no breakdown of incidents with environmental consequences.
The Issuer has timely made the payments for the adverse environmental impact.
The probability of occurrence of environmental risks is existent but not significant.
36
2.5.6. Banking Risks
No description of banking risks is set out herein as the Issuer is not a crediting organization.
This section 2.5 of the quarterly report of the Issuer only contains the description of the risks that are
significant in the Issuer’s opinion. There are probably other risks that are not covered in this section. Other
risks that the Issuer is not aware of or that are not significant for it may have a potential adverse impact on
the Issuer’s economic activity.
37
III. Detailed Information about the Issuer
3.1. The issuer’s history of creation and development
3.1.1. Data on the issuer’s trade name (name)
The issuer’s full trade name is:
- in Russian language: Открытое акционерное общество «ИНТЕР РАО ЕЭС»
- in English language: Open Joint Stock Company «INTER RAO UES».
The issuer’s brief trade name is:
- in Russian language: ОАО «ИНТЕР РАО ЕЭС»
- in English language: JSC «INTER RAO UES».
The issuer’s trade name is not registered as a trade mark or a service mark.
The Issuer’s organizational and legal form has not changed along the Issuer’s time of existence.
The issuer’s previous names were:
The issuer’s full trade name was:
- in Russian language: Открытое акционерное общество «Сочинская ТЭС»
- in English language: Open Joint Stock Corporation Sochinskaya TPS
The issuer’s brief trade name was:
- in Russian language: ОАО «Сочинская ТЭС»
- in English language: Sochinskaya TPS
The decision to rename the Company was made on the extraordinary general meeting of shareholders on
March 28, 2008, that approved the new version of the Articles of Association of the Company.
3.1.2. Information about the issuer’s state registration
Primary state registration number of legal entity (OGRN):
Date of state registration:
Name of registering authority in accordance with the data
indicated in the certificate of introduction of record in the
Unified State Registry of Legal Entities:
1022302933630
November 01, 2002
Inspectorate of the Ministry of Taxes and
Dues of Russia for the city of Sochi,
Krasnodar Krai
3.1.3. Information about the issuer’s establishment and development
Time of existence of the Issuer since the date of the Issuer’s state registration: 5 years 10 months.
Date until which the Issuer will exist: The Issuer was incorporated for an unlimited period.
Brief description of the issuer’s history of creation and development
The problem of electric power supply for the city of Sochi persisted for several decades given the
absence of generation facilities. It became especially obvious when, during heavy snow storms and sleet,
the power supply of the city stopped because of failures of 110 kV power lines. The Sochi city was
paralyzed for several fays. In order to avoid new occurrences of the power crisis, the Government of the
Russian Federation has decided on the building of a power plant. The Sochinskaya TPS was included in
the list of most important construction projects and capital construction facilities in the electric power
sector to be funded from the target in vestment funds of JSC RAO UES of Russia.
38
In compliance with the Decree No.256 of JSC RAO UES of Russia of May 07, 2002, the building of
the Sochinskaya TPS with binary steam-and-gas units – a new-generation power plant in the Russian
energy sector – has been started.
The construction of the TPS has been completed in record short time: the construction works have
started in March 2003, and in December 2004 two steam-and-gas power units – PGU-39 – with an
installed capacity of 78 MW have been put into pilot operation.
Sochinskaya TPS Open Joint-Stock Company has been incorporated on November 01, 2002. At the
time of incorporation the sole founder of the Company was JSC RAO UES of Russia (Instruction No.79r
of the Chairman of the Management Board of JSC RAO UES of Russia of October 23, 2002)
In April 2008 the issuer’s name was changed to Open Joint-Stock Company INTER RAO UES.
On May 1, 2008 JSC Severo-Zapadnaya TETs, JSC Ivanovskie PGU, and ZAO INTER RAO UES
merged with JSC INTER RAO UES.
On July 1, 2008 JSC Kaliningradskaya TETs-2 and JSC INTER RAO UES Holding merged with
JSC INTER RAO UES.
A powerful, dynamically developing electric energy company has been created to control major
generation and grid assets in Russia and abroad and to take dominating positions in Russia in the domain
of electric power import and export. The aggregate installed capacity of the power plants controlled by the
Company is nearing 8,000 MW.
The main activities of the Issuer are the production of electric and thermal energy, and the
commercialization (sale) of electric and thermal energy on the wholesale energy (capacity) market to the
consumers, and the export and import of electric power.
Purposes of incorporation of the issuer: profit gaining.
The issuer’s mission: no mission was formulated or determined in the Issuer’s internal documents.
No other information about the Issuer’s activity that is important for making decisions to acquire the
Issuer’s securities is available.
3.1.4. Contact information
Telephone No.:
12 Entrance 7, Krasnopresnenskaya
Naberezhnaya, Moscow 123610 Russian
Federation
12 Entrance 7, Krasnopresnenskaya
Naberezhnaya, Moscow 123610 Russian
Federation
+7 (495) 967-05-27
Fax No.:
+7 (495) 967-05-26
E-mail address:
office@interrao.ru
The issuer’s location:
The issuer’s mailing address:
URL of the Internet page where the information
about the issuer and the securities issued and/or to
be issued by the issuer is available:
www.tes-sochi.ru , www.interrao.ru
Information about the issuer’s special department for relations with the issuer’s shareholders and
investors:
Denomination:
Location:
Shareholders Relations Directorate
12 Entrance 7, Krasnopresnenskaya
Naberezhnaya, Moscow 123610 Russian
Federation
39
Telephone No.:
+7 (495) 967-05-27
Fax No.:
+7 (495) 967-05-26
E-mail address:
office@interrao.ru
Internet page URL:
www.interrao.ru
3.1.5. Taxpayer Identification Number
2320109650
3.1.6. The Issuer’s branches and representations
Information about the Company’s branches and representations in accordance with the Articles of
Association as approved by the extraordinary general meeting of shareholders of the company on March 28,
2008
No.
Name of representation or branch
Address
1.
INTER RAO UES Moscow Branch
12 Entrance 7,
Krasnopresnenskaya nab.,
Moscow, Russia
2.
Ivanovskie PGU Branch
Ivanovskaya GRES, 1 ul.
Komsomolskaya, Komsomolsk,
Ivanovo Oblast, Russia
3.
Sochinskaya TPS Branch
133 ul. Transportnaya, Sochi,
Russia
4.
Severo-Zapadnaya TETs Branch
34 3 Konnaya Lakhta, Olgino
Village, Saint-Petersburg, Russia
5.
Kaliningradskaya TETs-2 Branch
2 per. Energetikov, Kaliningrad,
Russia
6.
Oryol Branch
137 suite 29, Moskovskoye
shosse, Oryol, 302025
7.
Representation in the Amur Oblast
28 ul. Shevchenko,
Blagoveshchensk, Amur Oblast,
675000 Russia
8.
Omsk Branch
14 Block 1, ul. Lenina, Omsk,
644043
The annual general meeting of shareholders of JSC INTER RAO UES of June 25, 2008 (minutes No.1 of
July 1, 2008) has approved a new version of the Articles of Association containing identical provisions on
the structure of the Company’s branches.
Information for reference: the extraordinary general meeting of shareholders of JSC INTER RAO UES of
October 23, 2008 (minutes No.2 of October 23, 2008) has approved a new version of the Articles of
Association containing the following provisions on the structure of the Company’s branches.
No.
1.
Name of representation or branch
Ivanovskie PGU Branch
Address
Ivanovskaya GRES, 1 ul.
40
Komsomolskaya, Komsomolsk,
Ivanovo Oblast, Russia
2.
Sochinskaya TPS Branch
133 ul. Transportnaya, Sochi,
Russia
3.
Severo-Zapadnaya TETs Branch
34 3 Konnaya Lakhta, Olgino
Village, Saint-Petersburg, Russia
4.
Kaliningradskaya TETs-2 Branch
2 per. Energetikov, Kaliningrad,
Russia
5.
Oryol Branch
137 suite 29, Moskovskoye
shosse, Oryol, 302025
6.
Omsk Branch
14 Block 1, ul. Lenina, Omsk,
644043
7.
Representation in the Amur Oblast
28 ul. Shevchenko,
Blagoveshchensk, Amur Oblast,
675000 Russia
Date of the branches opening: May 01, 2008. (The Kaliningradskaya TETs-2 Branch was opened on
July 01, 2008).
Last names, first names, patronymics of the directors of branches and representations:
No.
Name of representation or
branch
Directors of branches and
representations
Issue dates and
validity periods of the
powers of attorney
1.
INTER RAO UES Moscow
Branch
Acting Director of the Branch –
Chairman of Management Board
of the Issuer Evgeniy
Vyacheslavovich Dod
-
2.
Ivanovskie PGU Branch
Mikhail Anatolievich Alexeev
3.
Sochinskaya TPS Branch
Vassily Andreevich Belosevich
4.
Severo-Zapadnaya TETs Branch
Victor Alexeevich Mishkin
5.
Kaliningradskaya TETs-2 Branch
Vladimir Prokofievich Rubtsov
6.
Oryol Branch
Yuri Nikolaevich Yuriev
7.
Representation in the Amur
Oblast
Oleg Vladimirovich Kharchenko
8.
Omsk Branch
Gennady Dmitrievich Kopeikin
August 19, 2008,
issued for a period of
one year
August 19, 2008,
issued for a period of
one year
August 19, 2008,
issued for a period of
one year
August 19, 2008,
issued for a period of
one year
April 29, 2008, issued
for a period of one
year
April 29, 2008, issued
for a period of one
year
April 29, 2008, issued
for a period of one
year
3.2. The Issuer’s main economic activity
41
3.2.1. The issuer’s sector appurtenance
The codes of the main sector directions of the issuer’s activity in accordance with the OKVED (AllRussian Classifier of Types of Economic Activity) are as follows:
40.10.41
51.56.4
Production of electric power by thermal power plants
Resale of electric power
3.2.2. The issuer’s main economic activity
As of September 30, 2008
Export sales of electric power
Receipts, thousand rubles
The share of the receipts from electric power export in the total
receipts,%
12,366,085
62
Sales of electric power (capacity) on the domestic market
Receipts, thousand rubles
The share of the receipts from electric power sales on the domestic
market in the total receipts,%
Receipts by geographic segments:
Russia
Finland
Belarus
7,548,497
38
Thousand rubles
7,640,636
5,376,490
1,367,035
In connection with the first stage of reorganization of JSC INTER RAO UES carried out on May
01, 2008 by way of merger of JSC INTER RAO UES with the following companies: JSC SeveroZapadnaya TETs, JSC Ivanovskie PGU, and ZAO INTER RAO UES, and with the subsequent second
stage of the Company’s reorganization carried out on July 01, 2008 by way of affiliation of JSC
Kaliningradskaya TETs-2 and JSC INTER RAO UES Holding, the issuer’s net assets have increased
considerably; the comparative data and the changes in the amount of receipts (revenues) as compared to
the same period of last year are not accurate.
The data on the receipts by geographic segments and countries are set out in the Receipts by
Geographic Segments table.
The Issuer’s production activity has a seasonal nature in many respects (the useful output is changing
depending on the season).
Total structure of the Issuer’s cost price:
Expenses item
Raw stock and materials,%
Purchased components, semi-finished
products,%
Works and services of production nature
provided by third-party organizations,%
Fuel,%
Energy,%
Labor remuneration expenses,%
Interest on credits,%
Rental payments,%
Deductions for social needs,%
Fixed assets amortization,%
Taxes included in the products cost price,%
Reporting period
2
2
9
49
5
1
24
6
42
Other expenses (explain),%
intangible assets amortization,%
remunerations for innovation proposals,%
mandatory insurance payments,%
representation expenses,%
other,%
Total: expenses for the production and sale of
products (works, services) (cost price),%
3
100
3.2.3. The issuer’s materials, goods (raw stock), and suppliers
Branch
Sochinskaya
TPS
Ivanovskie
PGU
Supplier name
LLC Krasnodar Regional
Gas Sales Company,
agreement valid through
2012
JSC Testing Stand of
Ivanovskaya GRES
SeveroZapadnaya
TETs
ZAO
Peterburgregiongaz,
agreement valid through
2012
Kaliningradsk
aya TETs-2
ZAO
Peterburgregiongaz,
agreement valid through
2012
Location
Description
of raw stock
supplied
Share in
the total
supplies
volume,
%
Natural gas
100
Price
change by
over 10%
as
compared
to the 3rd
quarter of
2007,%
25
Address: 1 ul.
Natural gas
Komsomolskaya,
Komsomolsk,
Ivanovo Oblast
Mailing address: 17 Natural gas
letter A,
Konnogvardeyskiy
bulvar, SaintPetersburg
Legal address: 20-22
letter A, Galernaya
ul., Saint-Petersburg
Mailing address: 17 Natural gas
letter A,
Konnogvardeyskiy
bulvar, SaintPetersburg
Legal address: 20-22
letter A, Galernaya
ul., Saint-Petersburg
100
19
100
41
100
26
Address: 40/1 ul.
Lenina, Krasnodar
(As for undertaking of export and import activity, and trade on the OREM)
A) The only supplier accounting for no less of 10 per cent of all the supplies (in monetary terms) is
ZAO CFR (82%).
Actual address of ZAO CFR: World Trade Center, office building 2, entrance 7, floor 7-8, 12
Krasnopresnenskaya Naberezhnaya, Moscow
Mailing address: 12 Krasnopresnenskaya Naberezhnaya, Moscow 123610
43
Telephone numbers:
(495) 710-60-48
(495) 710-62-99 (fax in automatic mode)
B) Given that the company is operating under the current status for less than a year, it is not possible
to compare the prices for the basic materials and raw stock with the previous financial periods.
C) The share of import in the total supplies volume makes 0.15%
D) Given that this structure of supplies is determined by the specificities of the functioning of the
wholesale electric power and capacity market of the Russian Federation, the probability of changes in the
suppliers’ structure in the nearest future is minimal.
The issuer’s forecasts with regard to the availability of these sources in future and to the possible
alternative sources:
The future availability of raw stock sources is based on the long-term contractual relations with the
suppliers; therefore, the issuer estimates the risk of future unavailability as minimal. The issuer does have
alternative sources of raw stock, and if a supplier fails to fulfill the contractual obligations for fuel supply,
the issuer will be able to conclude a fuel supply agreement with another supplier.
3.2.4. The issuer’s products (works, services) sales markets
The issuer sells its electric power on the wholesale electric power and capacity market. The main
part of the electric power produced is sold under regulated bilateral agreements to energy sale companies
and large enterprises operating on the territory of the first price zone. The quantities that were not covered
by the regulated bilateral agreements are sold on the competitive markets (the day-ahead market and the
balancing market).
In 2007 the liberalization of the electric power and capacity market was undertaken, and it will
continue in 2008 to 2010, therefore, the share of the electric power produced and sold for free balanced
prices will increase, and the share of the regulated bilateral agreements will decrease. By 2010 the electric
power and capacity market is expected to be liberalized to the extent of 100%. Price-related risks arise
during the transition to competitive prices as the price on the OREM is highly dependent on demand and
supply. Thereat, the conclusion of free bilateral agreements with the energy sales companies and the major
industrial enterprises allows for hedging the risks of sale market loss.
The implementation of major investment projects for the introduction of new generation facilities
will allow for increasing the competitiveness of the products, growing the issuer’s market share and
increasing the electric power sales.
The Issuer and its branches have a favorable geographic location from the viewpoint of pricing on
the wholesale energy market, therefore, the sales of electric power on the free sector of the electric power
and capacity market could generate extra revenues.
There are no other factors that might have an adverse impact on the sales of products (works,
services), except of the force majeure circumstances, in which case the Issuer shall undertake all possible
actions to reduce such impact.
The Issuer imports and exports electric power, and is planning to assess the possibility of penetrating
the markets of new countries and regions in future.
3.2.5. Information about the licenses held by the issuer (as of September 30, 2008)
1. Number: ЭХ-16-000301 (ЖХ)
Issue date: January 28, 2008
Valid through: January 28, 2013
Activity: Operation of chemically hazardous production facilities
Issuing authority: Federal Service for Environmental, Technological, and Nuclear Supervision
44
2. Number: ЭВ-16-000279 (КС)
Issue date: November 13, 2007
Valid through: November 13, 2012
Activity: Operation of explosive production facilities
Issuing authority: Federal Service for Environmental, Technological, and Nuclear Supervision
3. Number: OT-16-000335 (37)
Issue date: April 30, 2008
Valid through: Activity: Collection, use, neutralization, transportation, disposal of hazardous waste
Issuing authority: Federal Service for Environmental, Technological, and Nuclear Supervision
4. Number: 8-2-1-Н
Issue date: July 13, 2007
Valid through: January 01, 2012
Activity: Permission to discharge hazardous (polluting) substances in the atmospheric air
Issuing authority: Federal Service for Environmental, Technological, and Nuclear Supervision
5. Number: СПБ 01846 БРЭЗХ
Issue date: December 29, 2006
Valid through: December 31, 2010
Activity: Water use
Issuing authority: Neva-Ladoga Basin Water Directorate
6. Number: СПБ 02176 ВЭ
Issue date: October 31, 2003
Valid through: November 01, 2008
Activity: Right of subsoil management
Issuing authority: Territorial Directorate of the Resort Administrative District of Saint-Petersburg
7. Number: 47М03/0093/Л
Issue date: October 13, 2003
Valid through: October 13, 2008
Activity: Operations with hazardous substances
Issuing authority: Ministry of Natural Resources of the Russian Federation
8. Number: 30017252
Issue date: December 23, 2003
Valid through: December 23, 2008
Activity: Activity related to the storage of oil, gas, and products of oil and gas processing
Issuing authority: Ministry of Energy of the Russian Federation
9. Number: ЭВ-30-000136 КНС)
Issue date: April 20, 2005
Valid through: April 20, 2010
Activity: Operation of explosive production facilities
Issuing authority: Federal Service for Environmental, Technological, and Nuclear Supervision
10. Number: ГС-3-231-02-27-0-2320109650-002636-2
Issue date: March 27, 2008
Valid through: March 27, 2013
45
Activity: Construction of buildings and facilities of importance levels I and II in compliance with the state
standard
Issuing authority: Federal Agency for Construction and Housing and Public Utilities
11. Number: 57-ХН-000969 (Н)
Issue date: December 08, 2004
Valid through: December 08, 2009
Activity: Activity related to the storage of oil, gas, and products of oil and gas processing
Issuing authority: Federal Service for Environmental, Technological, and Nuclear Supervision
12. Number: КЛГ 01537 БРЭИО
Issue date: July 25, 2006
Valid through: January 01, 2011
Activity: Water use (water intake for energy production purposes)
Issuing authority: Neva-Ladoga Basin Water Directorate
13. Number: КЛГ 01720 БРЭВХ
Issue date: December 22, 2006
Valid through: January 01, 2010
Activity: Water use (waste water discharge)
Issuing authority: Neva-Ladoga Basin Water Directorate
14. Number: КЛГ 02188 ВЭ
Issue date: September 15, 2008
Valid through: December 31, 2009
Activity: Right of subsoil management
Issuing authority: Administration of Guryevsky District Municipal Formation
15. Number: ГС-2-39-03-27-0-3907021618-002512-1
Issue date: August 07, 2006
Valid through: February 21, 2010
Activity: Construction of buildings and facilities of importance levels I and II in compliance with the state
standard
Issuing authority: Federal Agency for Construction and Housing and Public Utilities
16. Number:ЭВ-21-000071 ЖКСХ
Issue date: February 10, 2006
Valid through: February 10, 2011
Activity: Operation of explosive production facilities
Issuing authority: Federal Service for Environmental, Technological, and Nuclear Supervision
17. Number: ПЭ-00-005967 (Э)
Issue date: November 09, 2005
Valid through: November 09, 2010
Activity: Activity related to the sale of electric power to the population
Issuing authority: Federal Service for Environmental, Technological, and Nuclear Supervision
The issuer’s forecast of probability of special permit (license) prolongation:
According to the Issuer’s estimates, the risk of failure to prolong the special permits (licenses) available
is minimal.
3.2.6. The issuer’s joint activity
46
The issuer is the successor of ZAO INTER RAO UES, which has concluded a simple partnership
agreement in 2007, in order to participate at the joint activity for obtaining of written justification for the
investments in the joint construction of Kambaratinskaya GES-1 and GES-2 in the Republic of
Kyrgyzstan. JSC Elektricheskie Stantsii and AO KazKuat are participants under the agreement. The
participants shall provide monetary funds as contributions to the joint activity. As of September 30, 2008
the issuer’s contribution amounted to 6,665 thousand rubles.
3.2.7. Additional requirements to the issuers that are equity investment funds, insurance or
crediting organizations, or mortgage agents
The issuer is not an equity investment fund, an insurance organization or crediting organization,
or a mortgage agent.
3.2.8. Additional requirements to the issuers, the main economic activity of which is the
production of minerals
This section is not filled in, as the Issuer’s main activity is not related to the production of
minerals.
3.2.9. Additional requirements to the issuers, the main activity of which is the rendering of
communication services
This section is not filled in, as the Issuer’s main activity is not related to the rendering of
communication services.
3.3. The issuer’s plans for future activity
For the period of 2008 to 2013 the Issuer shall remain a traditional electric power supplier, and is
planning to build new power facilities for the generation of electric and thermal power, and is planning to
undertake export and import of electric power. The revamping and reconstruction of the fixed assets that
are carried out presently are aiming to ensure the reliability of power generation equipment and
uninterrupted power supplies to the consumers, as well as to satisfy the growing demand for electric and
thermal power.
In compliance with the Issuer’s Articles of Association, in order to gain profits the Company is
entitled to undertake any activities not prohibited by the legislation of the Russian Federation.
The purpose of development of INTER RAO UES is formulated as follows:
The creation and development, on the basis of JSC INTER RAO UES, of an electric power
company rendering a broad variety of services and specializing in the management of electric power
assets on the territory of the Russian Federation and abroad, maximizing the economic effect
represented by the growing value of the share capital and attaining the established target indices of
development.
The achievement of the said goal in the long term shall be ensured in the following principal
directions:
 taking of dominating positions or, at least, ensuring an active and steady presence on the
target energy markets;
 establishment as a competitive multiprofile energy company that is efficiently satisfying
the demand of various consumer groups for services in the domain of electric power
industry;
The Company’s established target indices of development up to the year 2015 are as follows:
47
 A multiprofile world-class energy company focusing on the management, construction, and
purchase of foreign and Russian generation assets with a total installed capacity of up to
30,000 MW (15,000 MW under ownership and 15,000 MW under management).
 A company with a share capital value of over 14 billion US dollars, which is implementing
the governmental investment program in the domain of electric power industry and is
contributing to the realization of the governmental foreign economic strategy in the electric
power sector.
The company’s principal activity directions include:
 the production and distribution of electric power by the foreign and Russian assets, electric
power assets management;
 commercial activity on the domestic and external markets;
 sales activity;
 acting as integrator in the construction of nuclear power plants in Russia and abroad.
The Company’s target energy markets include:
 border territories within the Russian Federation;
 the Baltic countries and Finland;
 the Eastern Europe countries;
 the Black Sea Coast countries, Turkey and the Middle East;
 the Central Asia countries;
 the Far East countries (Mongolia, China, Korea) and the Southeast Asia countries.
3.4. The issuer’s participation in industrial, banking, and finance groups, holdings, concerns,
and associations
The issuer does not participate in any industrial, banking, and finance groups, holdings, concerns, or
associations.
3.5. The issuer’s affiliated and dependent economic companies
The staff of the governing bodies of the affiliated and dependent companies is listed on the basis of
the information provided by the said companies:
1. Full trade name: Closed Joint-Stock Company INTER RAO UES Ukraine
Brief trade name: ZAO INTER RAO UES Ukraine
Location: 4 Muzeynyi per., Kiev, 01001 Ukraine
Basis of affiliation: prevailing share in the authorized capital
The amount of the issuer’s participation share in the authorized capital of the affiliated company: 90%
Stake of the affiliated company’ ordinary shares owned by the issuer: 90%
Amount of the affiliate company’s participation share in the issuer’s authorized capital: 0%
Stake of the issuer’s ordinary shares owned by the affiliated company: 0%
The company’s main activity: Purchase and sale of power equipment in Ukraine and abroad
Assessment of importance of this company for the issuer’s activity: The company has medium
importance for the Issuer’s activity
Supervisory Board:
Mikhail Alekseevich Mantrov , Chairman of Supervisory Board, birth year: 1965
The person’s share in the issuer’s authorized capital,%: 0.01
Stake of the issuer’s ordinary shares owned by the said person,%: 0.01
Alisher Bakhadyrovich Kalanov, birth year: 1968
The person’s share in the issuer’s authorized capital,%: 0
48
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Alexander Alexeevich Khvalko, birth year: 1964
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
General Director:
Vladimir Vitalievich Khomenko, birth year: 1973
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
The company’s Articles of Association do not provide for a corporate executive body.
2. Full trade name: Joint-Stock Company Station Ekibastuzskaya GRES-2
Brief trade name: JSC SEGRES-2
Location: Solnechnyi Village, Pavlodar Oblast, 141216 Kazakhstan
Basis of affiliation: prevailing share in the authorized capital
The amount of the issuer’s participation share in the authorized capital of the affiliated company: 50%
Stake of the affiliated company’ ordinary shares owned by the issuer: 50%
Amount of the affiliate company’s participation share in the issuer’s authorized capital: 0%
Stake of the issuer’s ordinary shares owned by the affiliated company: 0%
The company’s main activity: production, transmission, and distribution of electric power
Assessment of importance of this company for the issuer’s activity: The company has high importance
for the Issuer’s activity
Board of Directors:
Esbergen Abitaevich Abitaev, birth year: 1941, Chairman of Board of Directors,
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Alexander Ilyich Li, birth year: 1966
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Zhulzudai Akhmetovna Tazhenova, birth year: 1962
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Alisher Bakhadyrovich Kalanov, birth year: 1968
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Sergey Nikolaevich Tolstoguzov , birth year: 1964
The person’s share in the issuer’s authorized capital,%: 0.002
Stake of the issuer’s ordinary shares owned by the said person,%: 0.002
Vladimir Petrovich Alganov, birth year: 1952
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Chairman of Management Board:
49
Anatoly Anatolievich Gerasimenko, birth year: 1963
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Management Board of the Company:
Anatoly Anatolievich Gerasimenko, birth year: 1963
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Vladimir Anatolievich Astashov, birth year: 1967
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Bayangul Merekeevna Kabzhalyalova, birth year: 1970
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Galimdzhan Nikolaevich Mukhamedzyanov, birth year: 1958
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Leonid Nikolaevich Dmitriev, birth year: 1948
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
The functions of the sole executive body are executed by the Chairman of Management Board.
3. Full trade name: INTER RAO Holding B.V.
Brief trade name: Location: Locatellikade 1, 1076 AZ Amsterdam, The Netherlands
Basis of affiliation: prevailing share in the authorized capital
The amount of the issuer’s participation share in the authorized capital of the affiliated company: 100%
Stake of the affiliated company’ ordinary shares owned by the issuer: 100%
Amount of the affiliate company’s participation share in the issuer’s authorized capital: 0%
Stake of the issuer’s ordinary shares owned by the affiliated company: 0%
The company’s main activity: asset management
Assessment of importance of this company for the issuer’s activity: The company has high importance
for the Issuer’s activity
The Articles of Association of the company do not provide for a Board of Directors (a Supervisory
Board).
Director A:
Alexander Aleksandrovich Pakhomov, birth year: 1973
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Director B
TMF Management B.V.
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
50
4. Full trade name: Limited Liability Partnership INTER RAO Central Asia
Brief trade name: TOO IRAO CA
Location: office 403, 4th floor, 25 ul. Beibitshilik, Saryarkinsky District, Astana, 010000 Republic of
Kazakhstan
Basis of affiliation: prevailing share in the authorized capital
The amount of the issuer’s participation share in the authorized capital of the affiliated company: 100%
Stake of the affiliated company’ ordinary shares owned by the issuer: 100%
Amount of the affiliate company’s participation share in the issuer’s authorized capital: 0%
Stake of the issuer’s ordinary shares owned by the affiliated company: 0%
The company’s main activity: purchase of electric power for purposes of resale
Assessment of importance of this company for the issuer’s activity: The company has high importance
for the Issuer’s activity
Supervisory Board:
Andrei Vassilievich Pokhozhaev, birth year: 1968, Chairman of Supervisory Board
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Evgeny Evgenyevich Gorev, birth year: 1975
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Stanislav Valerievich Savin, birth year: 1972
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
General Director:
Alexander Aleksandrovich Goryukhanov, birth year: 1951
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
The Articles of Association of the Company do not provide for a corporate executive body.
5. Full trade name: TCR ENERJI ELEKTRIK TOPTAN TICARET ANONIM ŞIRKETI
Brief trade name: Location: Abdullah Djevdet Sokak 14#, Cankaya/ANKARA, Turkey
Basis of affiliation: prevailing share in the authorized capital
The amount of the issuer’s participation share in the authorized capital of the affiliated company: 70%
Stake of the affiliated company’ ordinary shares owned by the issuer: 70%
Amount of the affiliate company’s participation share in the issuer’s authorized capital: 0%
Stake of the issuer’s ordinary shares owned by the affiliated company: 0%
The company’s main activity: wholesale trade in electric power and/ or electric capacities, and retail
sales to the final consumers, electric power import and export
Assessment of importance of this company for the issuer’s activity: The company has high importance
for the Issuer’s activity
The Articles of Association of the company do not provide for a Board of Directors (Supervisory
Board).
51
Management Board:
Vyacheslav Yurievich Artamonov , birth year: 1957
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Evgeniy Vyacheslavovich Dod, birth year: 1973
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Ilya Roinovich Kutidze, birth year: 1967
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Vladislav Yurievich Lipatov, birth year: 1972
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Derek McLennan, birth year: 1967
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
David Mirtskhulava, birth year: 1955
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Herman Zitrons, birth year: 1970
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
The Chairman of the Management Board has not been elected (no Management Board meetings were
held since the date of election at the annual General Meeting of Shareholders).
Member of the Management Board with extended authority:
Kutidze Ilya Rainovich, birth year: 1967
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
6. Full trade name: Closed Joint-Stock Company INTER RAO UES Baltia
Brief trade name: ZAO INTER RAO UES Baltia
Location: 34, ul. Teatralnaya, Kaliningrad, 236000
Basis of affiliation: prevailing share in the authorized capital
The amount of the issuer’s participation share in the authorized capital of the affiliated company: 100%
Stake of the affiliated company’ ordinary shares owned by the issuer: 100%
Amount of the affiliate company’s participation share in the issuer’s authorized capital: 4.07%
Stake of the issuer’s ordinary shares owned by the affiliated company: 4.07%
The company’s main activity: trade operations with electric power on the Russian and foreign electric
power markets, participation at the implementation of investment energy projects, power facilities
management
Assessment of importance of this company for the issuer’s activity: The company has high importance
for the Issuer’s activity
Board of Directors:
52
Alexander Alexeevich Khvalko, birth year: 1964, Chairman of Board of Directors
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Vyacheslav Yurievich Artamonov , birth year: 1957
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Konstantin Vladimirovich Zavizenov, birth year; 1974
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Mikhail Alekseevich Mantrov , birth year: 1965
The person’s share in the issuer’s authorized capital,%: 0.01
Stake of the issuer’s ordinary shares owned by the said person,%: 0.01
Anna Aleksandrovna Korbut, birth year: 1972
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
The Articles of Association of the company do not provide for a corporate executive body.
General Director:
Sergey Vitalievich Perevedentsev, birth year: 1970
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
7. Full trade name: RAO Nordic Oy
Brief trade name: Location: Helsinki
Basis of affiliation: prevailing share in the authorized capital
The amount of the issuer’s participation share in the authorized capital of the affiliated company: 100%
Stake of the affiliated company’ ordinary shares owned by the issuer: 100%
Amount of the affiliate company’s participation share in the issuer’s authorized capital: 0%
Stake of the issuer’s ordinary shares owned by the affiliated company: 0%
The company’s main activity: purchase and sale of electric power (trade in electric power on the Nord
Pool market)
Assessment of importance of this company for the issuer’s activity: The company has high importance
for the Issuer’s activity
The Articles of Association of the company do not provide for a Board of Directors (Supervisory
Board).
Management Board:
Dangiras Mikalaunas, birth year: 1966, Chairman of Management Board
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Ivan Olegovich Abramov, birth year: 1973
The person’s share in the issuer’s authorized capital,%: 0
53
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Sergey Nikolaevich Ivanov, birth year: 1961
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Mikhail Alekseevich Mantrov , birth year: 1965
The person’s share in the issuer’s authorized capital,%: 0.01
Stake of the issuer’s ordinary shares owned by the said person,%: 0.01
Alexander Alexeevich Khvalko, birth year: 1964
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Executive Director:
Ivan Olegovich Abramov, birth year: 1973
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
8. Full trade name: Limited Liability Company INTER RAO UES FINANCE
Brief trade name: LLC INTER RAO UES FINANCE
Location: 12 Krasnopresnenskaya nab., Moscow 123610
Basis of affiliation: prevailing share in the authorized capital
The amount of the issuer’s participation share in the authorized capital of the affiliated company: 100%
Stake of the affiliated company’ ordinary shares owned by the issuer: 100%
Amount of the affiliate company’s participation share in the issuer’s authorized capital: 0%
Stake of the issuer’s ordinary shares owned by the affiliated company: 0%
The company’s main activity: rendering of consulting services; consultations for companies and
organizations in the domain of bookkeeping and management accounting and reporting, taxation,
legislation on joint-stock companies, corporate finances, human resources management, organization
and undertaking of foreign economic activity
Assessment of importance of this company for the issuer’s activity: The company has high importance
for the Issuer’s activity
Board of Directors:
Evgeniy Vyacheslavovich Dod, Chairman of Board of Directors, birth year: 1973
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Konstantin Valerievich Bessmertnyi, birth year: 1973
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Dmitry Nikolaevich Palunin, birth year: 1969
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
General Director:
Dmitry Nikolaevich Palunin, birth year: 1969
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
54
The Charter of the company does not provide for a corporate executive body.
9. Full trade name: Closed Joint-Stock Company Industrial Power Company
Brief trade name: ZAO Industrial Power Company
Location: 12 Krasnopresnenskaya nab., Moscow 123610
Basis of affiliation: prevailing share in the authorized capital
The amount of the issuer’s participation share in the authorized capital of the affiliated company: 50%
Stake of the affiliated company’ ordinary shares owned by the issuer: 50%
Amount of the affiliate company’s participation share in the issuer’s authorized capital: 0%
Stake of the issuer’s ordinary shares owned by the affiliated company: 0%
The company’s main activity: suppliers of electric power to the companies of the defense and industry
complex of the Russian Federation and to other consumers
Assessment of importance of this company for the issuer’s activity: The company has high importance
for the Issuer’s activity
Board of Directors:
Alexei Vladislavovich Aleshin, birth year: 1959, Chairman of Board of Directors
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Vladimir Petrovich Alganov, birth year: 1952
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Vyacheslav Yurievich Artamonov , birth year: 1957
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Evgeniy Vyacheslavovich Dod, birth year: 1973
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Anatoly Petrovich Isaykin, birth year: 1946
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Mikhail Evgenyevich Shelkov, birth year: 1968
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
The Articles of Association of the company do not provide for a corporate executive body.
General Director:
Vyacheslav Yurievich Artamonov , birth year: 1957
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
10. Full trade name: Open Joint-Stock Company Testing Stand of Ivanovskaya GRES
Brief trade name: JSC Stand
Location: 1 ul. Komsomolskaya, Komsomolsk, Ivanovo Oblast, 123610
55
Basis of affiliation: prevailing share in the authorized capital
The amount of the issuer’s participation share in the authorized capital of the affiliated company: 82.84%
Stake of the affiliated company’ ordinary shares owned by the issuer: 82.84%
Amount of the affiliate company’s participation share in the issuer’s authorized capital: 0%
Stake of the issuer’s ordinary shares owned by the affiliated company: 0%
The company’s main activity: pre-delivery and acceptance-delivery tests of experimental-industrial and
serial gas-turbine engines GTD-110 and of upgrades thereof; assemblage, start-up and adjustment
works of gas-turbine engines GTD-110 and of upgrades thereof; production and sale of electric power.
Assessment of importance of this company for the issuer’s activity: The company has high importance
for the Issuer’s activity
Board of Directors:
Sergey Nikolaevich Tolstoguzov , Chairman of Board of Directors, birth year: 1964
The person’s share in the issuer’s authorized capital,%: 0.002
Stake of the issuer’s ordinary shares owned by the said person,%: 0.002
Vyacheslav Yurievich Artamonov , birth year: 1957
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Mikhail Alekseevich Mantrov , birth year: 1965
The person’s share in the issuer’s authorized capital,%: 0.01
Stake of the issuer’s ordinary shares owned by the said person,%: 0.01
Sergey Nikolaevich Ivanov, birth year: 1961
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Alexander Valeriyevich Nikitin , birth year: 1966
The person’s share in the issuer’s authorized capital,%: 0.029
Stake of the issuer’s ordinary shares owned by the said person,%: 0.029
Sergey Grigorievich Melekhovets, birth year: 1957
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Oleg Vladimirovich Bryndin, birth year: 1969
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
General Director:
Valentin Konstantinovich Ryabchikov, birth year: 1946
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
The Articles of Association of the company do not provide for a corporate executive body.
11. Full trade name: Open Joint-Stock Company Eastern Power Company
Brief trade name: JSC VEK
Location: 13/1 ul. 50 let Oktyabrya, Blagoveshchensk, 675000
Basis of affiliation: prevailing share in the authorized capital
The amount of the issuer’s participation share in the authorized capital of the affiliated company: 100%
56
Stake of the affiliated company’ ordinary shares owned by the issuer: 100%
Amount of the affiliate company’s participation share in the issuer’s authorized capital: 0%
Stake of the issuer’s ordinary shares owned by the affiliated company: 0%
The company’s main activity: production, supply, and sale of electric and thermal power.
Assessment of importance of this company for the issuer’s activity: The company has high importance
for the Issuer’s activity
Board of Directors:
Andrei Natanovich Rappoport, birth year: 1963, Chairman of Board of Directors
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Mikhail Yurievich Tuzov, birth year: 1966
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Evgeniy Vyacheslavovich Dod, birth year: 1973
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
George Ilyich Rizhinashvili, birth year: 1981
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Sergey Vyacheslavovich Vassiliev, birth year: 1975
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Elena Vilenovna Ekzarkho, birth year: 1962
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
The Articles of Association of the company do not provide for a corporate executive body.
General Director:
Yuri Vladimirovich Sharov , birth year: 1959
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
12. Full trade name: Closed Joint-Stock Company Aikakan Atomayin Elektrakayan
Brief trade name: ZAO AAEK
Location: Mezamor, Armavir Marz, 377766 Republic of Armenia
Basis of affiliation: shares rights trust management agreement of September 18, 2003
The amount of the issuer’s participation share in the authorized capital of the affiliated company: 0%
Stake of the affiliated company’ ordinary shares owned by the issuer: 0%
Amount of the affiliate company’s participation share in the issuer’s authorized capital: 0%
Stake of the issuer’s ordinary shares owned by the affiliated company: 0%
The company’s main activity: production and sale of electric power.
Assessment of importance of this company for the issuer’s activity: The company has high importance
for the Issuer’s activity
Board of Directors:
57
Aram Ashikovich Gevorgyan, birth year: 1952
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Ayk Vladimirovich Davtyan, birth year: 1970
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Evgeniy Vyacheslavovich Dod, birth year: 1973
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Sergey Nikolaevich Ivanov, birth year: 1961
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Iosif Georgievich Isayan, birth year: 1949
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Gevorg Ayrapetovich Malkhasyan, birth year: 1954
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Ashot Hachaturovich Markosyan, birth year: 1957
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Andrei Natanovich Rappoport, birth year: 1963
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
Eduard Saakovich Sakov, birth year: 1945
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
13. Full trade name: Freecom Trading Limited
Location: Arch. Makariou III, 199 NEOCLEUS HOUSE P.O. 303 Limassol, Cyprus
Basis of affiliation: prevailing share in the authorized capital
The amount of the issuer’s participation share in the authorized capital of the affiliated company: 100%
Stake of the affiliated company’ ordinary shares owned by the issuer: 100%
Amount of the affiliate company’s participation share in the issuer’s authorized capital: 0%
Stake of the issuer’s ordinary shares owned by the affiliated company: 0%
The company’s main activity: asset management.
Assessment of importance of this company for the issuer’s activity: The company has high importance
for the Issuer’s activity
Directors:
Ivan Valerievich Podmasko, birth year: 1982
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
58
Papandopoulou Andrulla, birth year: 1957
The person’s share in the issuer’s authorized capital,%: 0
Stake of the issuer’s ordinary shares owned by the said person,%: 0
The Charter of the company does not provide for a corporate executive body.
3.6. The composition, structure, and value of the issuer’s fixed assets, information about the
acquisition, replacement, and retirement of fixed assets, as well as about all the facts of
encumbrance of the issuer’s fixed assets
3.6.1. Fixed assets
Fixed assets group denomination
BUILDINGS
FACILITIES AND TRANSFER DEVICES
MACHINES AND EQUIPMENT
TRANSPORT VEHICLES
INDUSTRIAL AND HOUSEHOLD EQUIPMENT
OTHER TYPES OF FIXED ASSETS
Initial (replacement)
value, thousand rubles
9,390,660
6,626,608
26,058,503
111,976
66,398
26,727
42,280,871
Accumulated
amortization amount,
thousand rubles
448,267
806,101
4,403,037
48,398
39,320
2,840
5,747,963
Method of amortization calculation by all the fixed assets groups: linear.
The results of the last revaluation of the fixed assets and of the fixed assets taken into long-term
lease are not disclosed as the revaluation of the fixed assets and of the fixed assets taken into long-term
lease has not been carried out during the period of the Issuer’s existence.
The method of revaluation of the fixed assets is not indicated as the fixed assets have not been
revalued.
The issuer intends to acquire, replace, and retire fixed assets as the fixed assets deteriorate.
The revaluation of the fixed assets and of the fixed assets taken into long-term lease during the last 5
full financial years: no revaluation has been carried out.
The issuer has no plans to acquire, replace, and retire fixed assets the value of which amounts to 10
and more per cent of the value of the issuer’s fixed assets.
59
IV. Information about the Issuer’s Financial and Economic Activity
4.1. Results of the issuer’s financial and economic activity
The issuers that are not being credit organizations shall set out the following indices describing the
issuer’s profitability and loss ratio for the respective reporting period:
Profit and losses
September 30, 2008
Receipts, thousand rubles
20,068,731
Gross profit, thousand rubles
4,136,885
Net profit, thousand rubles
1,388,590
Return on equity,%
2.14
Return on assets,%
1.62
Net profit ratio,%
6.92
Return on sales,%
9.65
Capital turnover
0.29
Amount of uncovered loss as of the reporting date,
thousand rubles
Correlation between the uncovered loss as of the
reporting date and the total balance
182,444,663
2.12
Note: The method recommended by the Provision on Disclosure of Information by the Issuers of Issuable Securities as
approved by the Decree No.06-117/pz-n of the FFMS of Russia of October 10, 2006 “On Disclosure of Information by the
Issuers of Issuable Securities”, was used to calculated the indices.
Economic analysis of the issuer’s profitability/ loss ratio based on the dynamics of the indices
specified
The analysis of the dynamics of the indices specified as compared to the similar period of 2007 is not
expedient as on May 01, 2008 JSC INTER RAO UES was reorganized by way of merger with JSC
Severo-Zapadnaya TETs, JSC Ivanovskie PGU, and ZAO INTER RAO UES. On July 01, 2008 JSC
INTER RAO UES was reorganized by way of merger with JSC Kaliningradskaya TETs-2 and JSC INTER
RAO UES Holding.
Factors that, in the opinion of the issuer’s governing bodies, have caused the issuer’s losses/profit as
reflected in the accounting reports for each full financial year:
According to the results of the years 2005, 2006, 2007 the Issuer has gained profit.
The factors that have caused the gaining of profit by the Issuer in 2004-2007 are as follows:
- the issuer’s efficient activity on the wholesale market;
- sufficient level of tariffs for electric and thermal energy;
- efficient cost management.
The change of the indices of financial and economic activity was caused by the fact that on May 01,
2008 JSC INTER RAO UES was reorganized by way of merger with JSC Severo-Zapadnaya TETs, JSC
Ivanovskie PGU, and ZAO INTER RAO UES. On July 01, 2008 JSC INTER RAO UES was reorganized
by way of merger with JSC Kaliningradskaya TETs-2 and JSC INTER RAO UES Holding.
The decisions of the public authorities, except of the decisions of authorized public authorities in
charge of establishment of tariffs for thermal and electric energy, have not had a significant influence on
the issuer’s receipts from sales of goods, products, works, services, on the costs to produce the same, on
the sales (cost price), and on the profit (loss) from the main activity.
60
The economy of the Russian Federation is in general characterized by a high inflation level, and the impact
of the inflation on the company’s activity may turn out to be significant. A major part of the Company’s
expenses depends on the price level in Russia. Besides, the inflation may have an adverse impact on the
borrowed funds value level. However, continuing work with the accounts receivable aiming for the decrease of
the accounts receivable and, as a consequence, the increase of the circulating assets turnover and the forecasting
of inflation in the company’s financial planning reduce the impact of the inflation factors on the Company’s
financial stability to an insignificant level.
The seasonal nature of the issuer’s activity presumes an uneven distribution of the products sales volumes
along the year and the taking of sales receipts. At the same time the arrangement for the summer repair campaign
during the period of the smallest products sales volume determines the increase of the products’ cost price in the
2nd and 3rd quarter resulting in the decrease of the profits.
Also, the impact of a sharp and unjustified increase of the cost of purchased resources (fuel) that cannot be
forecasted and therefore be included in the costs plans, from the one hand, and of the impossibility to change the
tariffs for the energy sold (given the state regulation), from the other hand, is also important. The combined
impact of these factors results in decreases of the profits amounts that cannot be forecasted.
Assessment of the impact that, in the opinion of the said governing bodies of the issuer, was caused by
each of the specified factors on the aforesaid indices of the issuer’s financial and economic activity: the
said factors have had a significant impact on the Issuer’s financial and economic activity.
The governmental regulation of the prices (tariffs) for electric and thermal energy on the Russian
market is exercised in compliance with the provisions of the Federal Law No.147-FZ “On Natural
Monopolies” of August 17, 1995, of the Federal Law No.41-FZ “On Governmental Regulation of the
Tariffs for Electric and Thermal Energy in the Russian Federation” of April 14, 1995, as well as of a
number of resolutions of the Government of the Russian Federation.
Since April 2004 the task of regulation of the prices (tariffs) for the products (services) of natural
monopolies in the fuel and energy complex has been assigned by the Government of the Russian
Federation to the Federal Tariffs Service (FST).
The imbalance of tariffs on the wholesale market is caused by imperfect market mechanisms and
statutory base that governs the conditions and the procedure of repayment of undistributed debts.
The transition to operations based on NOREM rules from September 01, 2006 has helped to solve
the issue of tariff imbalance, but has aggravated the problem of the consumers’ failure to pay the
generation facilities for the electric power supplied.
4.2. The issuer’s liquidity and sufficiency of capital and circulating assets
Data as of September 30,
2008
Own circulating assets, thousand rubles
Net asset index
Current liquidity ratio
8,840,170
0.87
1.7
Quick liquidity ratio
1.62
Equity-to-assets ratio
0.75
Note: The method recommended by the Provision on Disclosure of Information by the Issuers of Issuable Securities as
approved by the Decree No.06-117/ пз-н of the FFMS of Russia of October 10, 2006 “On Disclosure of Information by the
Issuers of Issuable Securities”, was used to calculated the indices.
Economic analysis of the issuer’s liquidity and solvency, of the sufficiency of the issuer’s own capital
for the fulfillment of short-term liability and for the covering of the issuer’s current operating expenses
(based on the economic analysis of the dynamics of the specified indices), and description of the factors
which, in the opinion of the issuer’s governing bodies, have caused changes in the value of any of the
indices specified as compared to the previous reporting period by 10 or more per cent:
The own circulating assets amount to a value of 8,840,170 thousand rubles as of September 30,
2008.
61
The net asset index indicates the correlation between the immobilized assets (the sum of noncirculating assets and long-term accounts receivable) and the equity.
The net asset index as of September 30, 2008 was 0.87.
The current liquidity ratio (the coverage ratio) is a generalizing index of liquidity calculated for the
entire range of possible payment means and reflecting the value of all the current assets per unit of
liabilities. The current liquidity ratio demonstrates the Company’s ability to pay its current obligations in
the course of the regular production process. The optimum value of the current liquidity ratio is 2.0.
The current liquidity ratio made 1.7<2 as of September 30, 2008.
The quick liquidity ratio (critical liquidity valuation) shows which part of the current liabilities may
be repaid (within the term equal to the period of the turnover of accounts receivable) from the assets of
first and second degree of liquidity i.e. money, securities, and expected payments from debtors. The quick
liquidity ratio reflects the estimated solvency of the organization provided that the accounts with the
debtors are settled in due time. The optimum value of the quick liquidity ratio is 0.8.
The quick liquidity ration made 1.62 as of September 30, 2008, exceeding the optimum value.
The equity-to-assets ratio (the financial independence ratio or the equity concentration ratio)
demonstrates the share of equity in the total amount of funding sources i.e. the degree of independence in
the disposal of the total capital. The optimum value of the equity-to-assets ratio is 0.8.
The equity-to-assets ratio made 0.75<0.8 as of September 30, 2008, which is close to the optimum
value.
The change of all the indices and ratios described in this section was influenced by the following
factors – the reorganization of JSC INTER RAO UES on May 01, 2008 by way of merger with JSC
Severo-Zapadnaya TETs, JSC Ivanovskie PGU, and ZAO INTER RAO UES, and the reorganization of
JSC INTER RAO UES on July 01, 2008 by way of merger with JSC Kaliningradskaya TETs-2 and JSC
INTER RAO UES Holding.
As of September 30, 2008 the ratios of financial stability and the liquidity indices are close to the
optimum values, which is a proof of sufficient financial stability and liquidity of the Company.
4.3. Amount and structure of the issuer’s capital and circulating assets
4.3.1. Amount and structure of the issuer’s capital and circulating assets
Amount and structure of the issuer’s capital and circulating assets
Amount of the issuer’s authorized capital, thousand rubles
September 30, 2008
227,411,385
Compliance of the issuer’s authorized capital amount with
the issuer’s constituent documents
The amendments and alterations to the
Issuer’s Articles of Association
specifying the said amount of the
authorized capital have been approved
by the extraordinary General Meeting
of Shareholders of JSC INTER RAO
UES (Minutes No.2 of October 23,
2008) and as of the date of signature
of this quarterly report are in process
of state registration.
Index
Value of the issuer’s shares (stakes) repurchased by the
issuer for resale (transfer), thousand rubles
0
Percentage share of such shares (stakes) in the issuer’s
placed shares (authorized capital),%
0
Reserve capital formed by means of deductions from the
issuer’s profit, thousand rubles
104,705
62
Additional capital reflecting the assets value growth as
identified on the basis of the results of revaluation, and the
value of difference between the sale price (placement
price) and the par value of the shares (stakes) of the
company due to the sale of shares (stakes) for a price
exceeding the nominal value, thousand rubles
Undistributed net profit of previous years, thousand rubles
Undistributed profit of the current year, thousand rubles
Total value of the issuer’s capital, thousand rubles
18,313,144
(182,444,663)
1,388,590
64,773,161
Structure and amount of the issuer’s circulating assets in accordance with the issuer’s accounting reports
Structure of circulating assets as of September 30, 2008
Index
Thousand rubles
Stock, including:
Share in the total amount,%
698,851
2.33
520,896
1.74
-
0.00
177,955
0.59
Value-added tax
561,311
1.88
Accounts receivable (with payments expected in over 12 months after
the reporting date)
445,676
1.49
17,609,950
58.84
buyers and customers
4,462,364
14.91
advances granted
6,176,287
20.64
other debtors
6,971,299
23.29
2,264,028
1.73
262,621
0.88
1,750,000
5.85
244,557
0.82
6,850
0.03
8,347,619
27.89
29,927,435
100.00
raw stock, materials, and other similar valuables
finished products and goods for resale
expenses of future periods
Accounts receivable (with payments expected in under 12 months after
the reporting date), including:
Short-term financial investments, including:
loans granted
Deposits with banks
accounts receivable obtained under cession agreements
other
Monetary funds
TOTAL circulating assets
Circulating assets funding sources: own and borrowed funds.
The issuer’s policy for circulating assets funding: the circulating assets funding is provided mainly
from the Issuer’s own funds. In cases when the own funds are insufficient, the Issuer solicits bank loans.
The total capital value as of September 30, 2008 made 64,733,161 thousand rubles.
The reserve capital as of September 30, 2008 made 104,705 thousand rubles.
63
The additional capital as of June 30, 2008 made 18,313,144 thousand rubles.
The undistributed loss of previous years in amount of 182,444,663 thousand rubles was formed as a result
of the conversion of the shares of the merged Companies into the Issuer’s shares that was reflected in the
accounting reports (mergers of JSC Severo-Zapadnaya TETs, JSC Ivanovskie PGU, and ZAO INTER
RAO UES on May 01, 2008, and of JSC Kaliningradskaya TETs-2 and JSC INTER RAO UES Holding
on July 01, 2008).
The undistributed profit of the current year amounts to 1,388,590 thousand rubles.
Factors that may cause changes in the policy for circulating assets funding and assessment of
probability of such occurrence: the change in the policy for circulating assets funding may occur in case
of insufficiency of the Issuer’s own funds. The probability of occurrence of such factor is medium.
4.3.2. The issuer’s financial investments
As of September 30, 2008 the total amount of the issuer’s financial investments makes 16,025,918
thousand rubles.
Information about the issuer’s financial investments amounting to 10 and more per cent of all the
financial investments as of the end date of the respective reporting period:
Securit Issuer’s name State
reg.
ies
and location
number
type
1
Shares JSC VEK (JSC 1-01-12280Eastern Power A
Company), 5A,
ul. Akademika
Chelomeya,
Moscow
117630
2
Shares JSC
Eastern 1-01-12280Power
A-001D
Company
Total JSC Eastern Power Company
3
Shares Freecom
Trading
Limited,
2-1
floors,
Agias
Filaxeos
&
Zinonos, P.C.
3082 Limassol,
Cyprus
No
4
Shares
INTER
RAO
Holding B.V.,
1076AZ,
Amsterdam,
Locatellikade, 1
-
Registering
authority
Number,
pcs
Par
total
FFMS of Russia
50,000
50,000,000
rubles
50,000
FFMS of Russia
2,140,290
2,140,290,000
rubles
2,140,290
Ministry
of 5,000
Commerce,
Industry
and
Tourism
Department
of
Registrar
of
companies
and
Official Receiver
Nicosia
Chambers
of 50,000
Commerce
for
Amsterdam
value, Book value,
total
8,550 EUR
50,000,000
EUR
2,190,290
2,447,545
1,861,680
4.3.3. The issuer’s intangible assets
64
IA group denomination
Initial (replacement) value, thousand
rubles
Accumulated
amortization amount,
thousand rubles
Exclusive rights in patents, programs,
trademarks, etc.
R&D results *
Land use right
977
230
163,954
536
0
42,013
Total
165,161
42,549
4.4. Information about the issuer’s policy and expenses in the domain of scientific and
technological development, in relation to licenses and patents, new developments and research
On July 31, 2006 two trade marks of JSC INTER RAO UES (Energiya bez granits, Energy without
borders) were registered in the State Registry of Trade Marks and Service Marks of the Russian
Federation, which registration is certified by the certificates Nos. 351434, 351328 (valid through 2016).
ZAO INTER RAO UES is indicated in the certificates as the right holder. Given the reorganization
undertaken, it is necessary to enter the respective changes in the certificates. Presently, the respective
agreements on introduction of changes in the certificates are in process of internal approval in the
subdivisions of JSC INTER RAO UES.
On June 27, 2008 JSC INTER RAO UES, as a response to the applications on trade mark
registration Nos. 2006719132, 2006719135, has obtained from the Rospatent (Federal Service for
Intellectual Property, Patents, and Trademarks) two Decisions on the state registration of trade marks
(INTER RAO EES, INTER RAO UES – picture of sun). However, for now the certificates are not issued
yet. ZAO INTER RAO UES is indicated as applicant in the Decisions. Given the reorganization
undertaken, it is necessary to enter the respective changes in the applications, so that the certificates would
be issued directly to JSC INTER RAO UES to spare the need to enter changes in the certificates.
Presently, the respective agreements on introduction of changes in the applications are in process of
internal approval in the subdivisions of JSC INTER RAO UES.
On February 19, 2004 a trademark of JSC INTER RAO UES (INTER RAO UES – picture of a
circle with a lightning bolt) was registered in the State Registry of Trade Marks and Service Marks of the
Russian Federation, which registration is certified by the certificates No. 263819 (valid through 2012).
ZAO INTER RAO UES is indicated in the certificate as the right holder. Given the reorganization
undertaken, it is necessary to enter the respective changes in the certificate. Presently, the respective
agreement on introduction of changes in the certificate is in process of internal approval in the
subdivisions of JSC INTER RAO UES.
No expenses for scientific and technological activity were made out of the Issuer’s own funds in
the 3rd quarter of 2008.
No creation or legal defense of principal objects of intellectual property was undertaken by the
issuer in the period of its existence. No funds for the legal defense of intellectual property objects and of
intellectual activity results were spent by the issuer.
The risk factors related to the expiration of validity periods of patents and licenses for the issuer’s
activity profile are minimal.
4.5. Analysis of the development trends in the domain of the issuer’s main activity
Basic development trends in the sector where the Issuer undertakes its main activity:
The electric power sector, as a component of the fuel and energy complex (TEK) is one of the basic
sectors of the economy, and the share of this sector in the GDP of the country amounts to 10-11%. Just
like the other sectors of the TEK, the electric power sector presently holds dominating positions in the
domain of production.
65
The goals and the tasks of the reforms in the electric power sector are defined in the Decree No.526
of the Government of Russia “On Reforms in the Electric Power Sector of the Russian Federation” of July
11, 2001. Taking account of the subsequent changes in the statutory and legal base, the goals and the tasks
of the reforms were specified in the “Concept of the Strategy of JSC RAO UES of Russia for the years
2003-2008 “5+5”.
The principal goal of the reforms in the electric power sector of Russia is to enhance the efficiency
of the sector companies and to create conditions for the development thereof on the basis of stimulation of
investments, and to provide a reliable and continuous power supply to the consumers.
Given the aforesaid goals, the electric power sector of Russia is presently undergoing radical
changes: the principal base of statutory regulation of the sector is changing, a competitive electric power
market was created, and new companies are being incorporated. In the course of the reform the structure
of the sector has been changed: the functions of natural monopolies (electric power transmission,
operative dispatching management) and of potential competition (production and sale of electric power,
repair and maintenance) have been separated, and new structures specializing in separate types of activity
were created instead of the former vertically integrated companies that were executing all these functions.
Principal factors affecting the state of the sector where the Issuer undertakes its main activity:
For the last 5 years the following factors (trends) specific for the sector as a whole have been defined:
- significant growth of power consumption since 2001, resulting in the growth of thermal and
electric power production;
- improving payment discipline of the consumers of thermal and electric power;
- improvement of the financial results of the power companies’ activity;
- improvement of the regional power systems balance structure;
- decreasing level of cross-funding;
- low level of fixed assets renewal;
- deterioration of the main equipment (power plants, electric and thermal grids) of the power
companies, deficit of investment resources for the maintenance of generation capacities;
- liberalization of the fuel sector, growing prices for energy carriers.
In 2007, as a result of the sale of the generation companies’ assets, the amount of funds raised from the
private investors has grown, and the funds were used for the technological re-equipment and new
construction of generation facilities.
General assessment of the results of the Issuer’s activity in the sector:
The main activity – the production and sale of electric power – is undertaken by the Issuer since
2005, after the commissioning of the first train of Sochinskaya TPS with an installed capacity of 78 MW,
consisting of two PGU-39 power units. Thus, the Issuer undertakes its activity for less than 5 years.
Therefore, the assessment of the results of the Issuer’s activity is based on the results of the years 20052006.
In 2006 the electric power production by JSC Sochinskaya TPS increased by 17.8% as compared to
2005, and made 500.1 million kWh.
The company plans to increase the output volumes in the period of 2007-2008.
Also, from the beginning of the heating season of 2008-09 the company plans to supply thermal
energy to the city consumers after the construction of the heating main. The thermal power sales will
amount to 160 thousand Gcal from the first train of the plant and up to 320 Gcal – since 2010 when the
PGU-80 power unit would be commissioned.
Based on the results of the issuer’s activity in 2005 and 2006, the Issuer is defined as a solvable and
profitable company. The Issuer is able to cover its short-term liabilities in the established terms.
The principal reason justifying the obtained financial results of the issuer’s activity is the
reorganization of JSC INTER RAO UES on May 01, 2008 by merger with JSC Severo-Zapadnaya TETs,
JSC Ivanovskie PGU, and ZAO INTER RAO UES.
66
In the course of the second stage of reorganization, on July 01, 2008, JSC Kaliningradskaya TETs2 and JSC INTER RAO UES Holding merged with JSC INTER RAO UES, which fact would have an
impact on the results of the Issuer’s financial and economic activity in the next reporting period.
Since July 01, 2008 the Issuer began its operations as a major power holding that produces and
sells electric power.
4.5.1. Analysis of the factors and conditions affecting the issuer’s activity
The electric power sector, as a component of the fuel and energy complex (TEK) is one of the basic
sectors of the economy, and the share of this sector in the GDP of the country amounts to 10-11%. Just
like the other sectors of the TEK, the electric power sector presently holds dominating positions in the
domain of production.
The principal goal of the reforms in the electric power sector of Russia is to enhance the efficiency
of the sector companies and to create conditions for the development thereof on the basis of stimulation of
investments, and to provide a reliable and continuous power supply to the consumers.
Given the aforesaid goals, the electric power sector of Russia is presently undergoing radical
changes: the principal base of statutory regulation of the sector is changing, a competitive electric power
market was created, and new companies are being incorporated. In the course of the reform the structure
of the sector has been changed: the functions of natural monopolies (electric power transmission,
operative dispatching management) and of potential competition (production and sale of electric power,
repair and maintenance) have been separated, and new structures specializing in separate types of activity
were created instead of the former vertically integrated companies that were executing all these functions.
The principal factors and conditions affecting the issuer’s activity and the results of such activity are as
follows:
·
·
·
·
Social and economic growth in the Russian Federation. The restoration growth in 1999-20032004, conditioned by cheap resources after the default of 1998 has been replaced by an economic
growth based on the export of energy carriers (gas, oil, uranium) and of first-processing products
(metals, etc.), the growth in the heavy industry and metallurgy. The growing incomes of the
population ensure the development of the cities and municipal infrastructures, as well as the
growth of the consumer demand.
Electric power consumption growth conditioned by the social and economic growth.
Thermal power consumption growth related to the start of operation of the urban and Olympic
infrastructure facilities.
Sharp increase of the natural gas prices as a result of liberalization of the fuel resources market,
limitation of consumption because of insufficient carrying capacity of the gas mains and of
untimely prospective development of the gas transportation system.
Among the key transformations in the fuel and energy sector the following can be emphasized:
The liberalization of the electric power market (2007-2011). The consequences of this process that are
important for the Issuer are as follows:

free pricing (increase of the competitive sector’s share: January 01, 2007 – 5%, July 01,
2007 – 10%, January 01, 2008 – 15%, July 01, 2008 – 25%, January 01, 2009 – 30%,
July 01, 2009 – 50%, January 01, 2010 – 60%, July 01, 2010 – 80%, January 01, 2011 –
100%);

free access to RSV for the consumer (settlement of the cross-funding issue);

free choice of counteragents (free bilateral electric power supply agreements) and
possibility to conclude long-term agreements;

implementation of the electric power tariffs indexation method since 2008.
67
Liberalization of the gas market (by 2011). The consequences of this process that are important for the
Issuer will be as follows:
 equal economic efficiency of gas supplies on the external and domestic markets – the solving of
the problem of gas deficit on the domestic market of the Russian Federation. The Government of
Russia has examined the schedule of gradual increase of the domestic gas prices: 2007 – 15%,
2008 – 25%, January 01, 2009 – 13%, July 01, 2009 – 13%, January 01, 2010 – 13%, July 01,
2009 – 12%, 2011 – 125 USD in the prices of 2006. After 2011 the gas prices growth rates will
be maintained until the netback target price is reached (the European price for industrial
consumers minus the customs duty, the transportation across Europe, Poland, and the Russian
Federation);
 creation of a gas exchange;
 acquisition by the gas producers of participation shares in the electric and thermal power
generation companies.
Reform in the thermal power supply:
 possibility to conclude long-term thermal power supply agreements;
 transition to the establishment of tariffs by the thermal power sources with the lowest
cost price;
 development of a method of cost distribution between the thermal power and the electric
power with combined production by PGU units;
 possibility to arrange trade based on non-regulated prices.
Forecast of duration of effect of the said factors and conditions:
The effect of the said factors will have an impact on the Issuer’s activity during the next several
years.
Actions undertaken by the issuer and actions that the issuer plans to undertake in future for an efficient
use of the said factors and conditions:
The Issuer undertakes the following actions on the thermal power market:
·
·
·
·
construction and commissioning of a heating main in 2008;
sale of competitive thermal energy by providing necessary profitability of thermal power sales;
maximum use of basic thermal load;
long-term guarantees for thermal power sales.
The Issuer undertakes the following actions on the electric power market:
·
·
·
improving competitiveness of the Issuer’s price offer both on the capacity market and on the
electric power market by ensuring the necessary profitability of electric power sales.
inclusion of all the Issuer’s capacity in the balance of supplies on the New Wholesale Electric
Power and Capacity Market (NOREM), and the maximum expansion of the sale market for the
electric power produced by the Issuer.
long-term guarantees for electric power sales.
Methods applied by the issuer and methods that the issuer plans to apply in future in order to reduce the
negative effect of the factors and conditions affecting the issuer’s activity:
The Issuer undertakes the following actions on the thermal power market:
·
·
·
Control over the industrial consumers market by concluding long-term agreements with the
industrial consumers in collectors and thermal grids;
Cutting costs of own thermal power generation and transportation;
Maximum loading of thermal generation facilities.
The Issuer undertakes the following actions on the electric power market:
68
·
Conclusion of long-term regulated bilateral agreements/ free bilateral agreements with the
guaranteeing suppliers, independent power sale and power supply organizations, industrial
consumers, on the NOREM;
· Implementation of investment projects for commissioning of capacities aiming for the increase
of the heat-extracting production of electric power (see below);
· Optimization of the electric power and capacity offer price;
· Development of modern technologies for modeling and forecasting of electric power prices and
sales on the spot market and balancing market; adaptation of the internal processes of electric
power production and sale to the conditions of a competitive NOREM.
Significant events/factors that may have the most negative effect on the issuer’s future possibility to obtain
results as good or better as compared to the results obtained in the last reporting period, and the
probability of occurrence of such events (emergence of such factors):
The significant events/ factors that may have the most negative effect on the Issuer’s future possibility to
obtain high results include:
- deterioration of life standards of the population;
- growing competition;
- growing prices for raw stock and equipment;
- failures in gas supplies.
According to the Issuer’s estimates, the probability of occurrence of such factors is low as far as the first
factor is concerned. As for the growing competition, growing prices for raw stock and materials, and the
failures in gas supplies, the probability is medium.
List of significant events/ factors that may improve the results of the issuer’s activity, the probability of
occurrence and the duration of effect of such factors:
 significant improvement of the electric power consumers’ payment discipline;
 the tariffs for the electric power produced reaching economically efficient levels allowing for both
maintaining the proper technical state of the fixed assets and providing investment potential in the sector.
According to the issuer’s estimate, the probability of occurrence of the said events/ factors is medium.
In case of occurrence of the said events/ factors, these events/ factors will have a positive effect during a
lengthy period of time.
 implementation of the main projects related to the commissioning of the Issuer’s new generation
capacities.
The implementation of the said project will allow for reducing the costs of the electric power
production, to increase the volumes of electric power supplied to the wholesale market and the market
share in the region, to enhance the reliability of power supplies to the consumers, which would have a
positive effect on the results of the Issuer’s activity during a lengthy period of time. According to the
issuer’s estimates, the probability of occurrence of the said events/ factors is high.
4.5.2. The issuer’s competitors
The Issuer’s main competitors on the wholesale electric power market are the other suppliers – the
players of the New Wholesale Electric Power and Capacity Market (NOREM), in particular, other TGKs
and OGKs, as well as the nuclear power plants included in the system of JSC Concern Energoatom. The
OGKs and the nuclear power plants are serious competitors in this domain in the first place, implementing
a price policy that might, due to the effect of economy of scale, allow them to establish average tariffs
lower than the Issuer’s tariffs.
The principal factors determining the competitiveness on the electric power market are the fuel rate
and the fuel component. The analysis of the fuel rates in the electric power production shows that most of
the main and major competitors have fuel rates of 322 to 350 g/kWh on the average. The conventional fuel
rate of JSC INTER RAO UES for operations in condensation mode makes 269 g/kWh on the average. It
means that JSC INTER RAO UES has high competitiveness on the electric power market in conditions of
growing gas prices.
69
Other suppliers and consumers are competing with the Company on the export and import market.
The principal advantages of JSC INTER RAO UES are its rich experience, its technologies, and a good
business reputation.
Thermal power market
In identifying the main competitors in the thermal power sales it is necessary to take account of the
specificity of the thermal market structure: the outputs of thermal power limited by the thermal grids
circuits do not allow for a significant increase of the market share in the short term.
The principal advantages of JSC INTER RAO UES are the high savings rate, the low cost price of
the heat produced together with the electric power, and the high reliability of thermal power supplies.
List of factors of the Issuer’s competitiveness and description of the extent of such factor’s effect on
the competitiveness of the products (works, services) supplied:
The principal factors of the Issuer’s competitiveness on the thermal power market are as follows:
· low cost price of thermal power production;
· the competitors having expensive thermal power generators competing with JSC INTER RAO
UES and the establishment by the regional authorities of a weighted average tariff for the
consumers;
· long-term thermal power supply agreements.
Degree of effect of the said factors on the competitiveness of the products produced by the Issuer:
significant effect.
The Issuer does not exclude the possibility of emergence of new competitors in future.
Any potential sellers and buyers of electric power are the Issuer’s competitors abroad.
V. Detailed Information about the Persons that Are Members of the Issuer’s
Governing Bodies, of the Issuer’s Bodies Controlling Its Financial and Economic
Activity, and Brief Information about the Issuer’s Employees (Workers)
5.1. Information about the structure and competence of the issuer’s governing bodies
Description of the structure of the issuer’s governing bodies and of their competence in accordance with
the issuer’s articles of association (constituent documents):
The Issuer’s governing bodies are as follows:
- the General Meeting of Shareholders;
- the Board of Directors;
- the Management Board (corporate executive body);
- the Chairman of Management Board executing the functions of the sole executive body.
The competence of the General Meeting of Shareholders of the Issuer is provided by article 10 of the
Issuer’s Articles of Association:
10.1. The General Meeting of Shareholders is the supreme governing body of the Company.
The following matters pertain to the competence of the General Meeting of Shareholders:
1) the introduction of amendments and alterations to the Articles of Association, or approval of
new versions of the Articles of Association of the Company;
2) the reorganization of the Company;
3) the liquidation of the Company, the appointment of the liquidation commission, and the approval
of the intermediary and final liquidation balance sheets;
4) the establishment of number, par value, category (type) of declares shares and of the rights
vested by such shares;
5) the increase of the authorized capital of the Company by way of increase of the par value of the
shares;
6) the decrease of the authorized capital of the Company by way of decrease of the par value of the
shares, by way of purchase by the Company of a part of shares in order to decrease the total number
70
thereof, as well as by way of redemption of the shares purchased or repurchased by the Company;
7) the dilution and the consolidation of the shares of the Company;
8) the establishment of the number of the members of the Board of Directors, the election of the
members of the Board of Directors, and the early termination of their powers;
9) the election and the early termination of the powers of the Chairman of Management Board;
10) the election of the Inspection Commission of the Company and the early termination of its
powers;
11) the approval of the Auditor of the Company;
12) the decision on the transfer of the powers of the sole executive body of the Company to a
managing organization (to the administrator);
13) the approval of the annual reports, of the annual accounting reports, including the profit and loss
statements (profit and loss accounts) of the Company, as well as the distribution of profit (including the
payment (declaration) of dividends, except of the profits distributed as dividends on the basis of the results
of the first quarter, semester, nine months of the financial year) and of losses of the Company on the basis
of the results of the financial year;
14) the determining of the procedure of holding of the General Meeting of Shareholders of the
Company;
15) the election of the members of the counting commission and the early termination of their
powers;
16) the payment (declaration) of dividends on the basis of the results of the first quarter, semester,
nine months of the financial year;
17) the decisions on the approval of transactions in the cases provided by article 83 of the Federal
Law “On Joint-Stock Companies”;
18) the decisions on the approval of major transactions in the cases provided by article 79 of the
Federal Law “On Joint-Stock Companies”;
19) the purchase of placed shares by the Company in the cases provided by the Federal Law “On
Joint-Stock Companies”;
20) the decisions on the participation in financial and industrial groups, associations, and other
unions of commercial organizations;
21) the approval of internal documents governing the activity of the Company’s bodies;
22) the decision on the payment of remuneration and (or) compensations to the members of the
Inspection Commission of the Company;
23) the decision on the payment of remuneration and (or) compensations to the members of the
Board of Directors of the Company;
24) the solving of other matters as provided by the Federal Law “On Joint-Stock Companies”.
The competence of the Board of Directors of the Issuer is provided by article 15 of the Articles of
Association of the Issuer:
15.1. The Board of Directors of the Company undertakes the general management of the Company’s
activity, except of the decisions on the matters that pertain to the competence of the General Meeting of
Shareholders pursuant to the Federal Law “On Joint-Stock Companies” and to these Articles of
Association.
The following matters pertain to the competence of the Board of Directors of the Company:
1) the determining of the priority directions in the activity of the Company, and of the strategy of
the Company;
2) the calling of the annual and extraordinary General Meetings of Shareholders of the Company,
exclusive of the cases provided by clause 14.8 of article 14 of these Articles of Associations, as well as the
announcement of the date of holding of a new General Meeting of Shareholders instead of the meeting
that was cancelled because of absence of quorum;
3) the approval of the agenda of the General Meeting of Shareholders of the Company;
4) the election of the secretary of the General Meeting of Shareholders;
5) the determining of the date of compilation of the list of persons entitled to participate at the
General Meeting of Shareholders, the approval of the cost estimate for the holding of the General Meeting
71
of Shareholders, and the solving of other matters related to the preparation and holding of the General
Meeting of Shareholders of the Company;
6) the proposal for the solving at the General Meeting of Shareholders of the Company of matters
as provided by subclauses 2, 5, 7, 12, 16-21 of clause 10.1 of article 10 of these Articles of Association, as
well as of the matter of decrease of the Company’s authorized capital by way of decrease of the par value
of the shares;
7) the increase of the authorized capital of the Company by way of placement by the Compan y
of additional shares within the number of the number and categories (types) of the declared shares ;
8) the placement by the Company of bonds and other issuable securities, except as in the cases
provided by the Federal Law “On Joint-Stock Companies” and by these Articles of Association;
9) the approval of the decision on the issue of securities and of the securities prospectus;
10) the establishment of the price (monetary value) of the property, of the securities placement and
repurchase price in the cases provided by the Federal Law “On Joint-Stock Companies”;
11) the purchase of the shares, bonds, and other issuable securities placed by the Company in the
cases provided by the Federal Law “On Joint-Stock Companies”;
12) the determining of the number of members of the Management Board of the Company, the
election and the early termination of powers of the members of the Management Board, including the
decision on the early termination of the labor agreement with them;
13) the establishing of amounts of remuneration and compensations payable to the Chairman and
the members of the Management Board of the Company;
14) the bringing to disciplinary liability of the Chairman and of the members of the Management
Board of the Company, and the incentives in compliance with the labor legislation of the Russian
Federation and the internal documents of the Company;
15) the examination of the reports of the Management Board on the activity of the Company, and on
the execution of the decisions of the General Meeting of Shareholders and of the Board of Directors of the
Company;
16) the decision on the suspension of powers of the managing organizations (of the administrator);
17) the decision on the appointment of the acting Chairman of the Management Board of the
Company;
18) recommendations to the General Meeting of Shareholders of the Company in relation to the
amount of remuneration and compensations payable to the members of the Inspection Commission of the
Company, and the determining of the amount of remuneration payable for the Auditor’s services;
19) recommendations on the amount of dividend payable on the shares and on the procedure of
payment of dividends;
20) approval of the internal documents of the Company determining the procedure of forming and
use of the Company’s funds;
21) decision on the use of the Company’s funds; the approval of the estimates for the use of the
money from the special purpose funds, and the examination of results of execution of the estimates for the
use of the money from the special purpose funds;
22) the approval of the internal documents of the Company, except of the internal documents, the
approval of which pertains to the competence of the General Meeting of Shareholders, as well as of other
internal documents, the approval of which pertains to the competence of the executive bodies of the
Company.
23) the approval of the candidacy of the independent valuer (valuers) for the determination of the
value of the shares, property, and other assets of the Company, in the cases provided by the Federal Law
“On Joint-Stock Companies”, by these Articles of Association, as well as by separate decisions of the
Board of Directors of the Company;
24) the approval of the business plan (of the adjusted business plan) and of the reports on the results
of execution of the business plan;
25) the approval of the target values (of the adjusted values) of the key performance indices (KPIs)
of the Company and of the reports on the achievement of the same;
26) the decisions on the participation of the Company in other organizations (including the
agreement upon the constituent documents), on the modification of the participation share (number of
72
shares, amount of stakes, shares), on the encumbrance of shares (stakes) and on the Company’s quitting
from other organizations, taking into account the following provision:
- the decision on the conclusion by the Company of one transaction or of several interconnected
transactions for the divestment, pledging or other encumbrance of the shares and stakes of DZOs
(affiliated and dependent companies) that do not undertake production, transmission, dispatching,
distribution, and sale of electric and thermal power, in case if the market value of the shares or stakes
being the subject of the transaction, as determined in compliance with the conclusion of an independent
valuer, exceeds thirty (30) million rubles, as well as in other cases (with other values) as determined by
separate decisions of the Board of Directors of the Company;
27) the preliminary approval of the decisions on the conclusion by the Company of the transactions
listed below (in cases (with amounts) as determined by separate decisions of the Board of Directors of the
Company):
a) transactions related to the free-of-charge transfer of the Company’s property or titles (claims) to
itself or to a third party;
b) transactions related to the relief from property liability before itself or before a third party;
c) transactions related to the free-of-charge rendering by the Company of services to (execution of
works for) third parties;
28) preliminary approval of the decisions on the conclusion by the Company of:
a) transactions, the subject of which is the non-circulating assets of the Company in amount of over
10 per cent of the book value of such assets of the Company as of the date of decision on the
conclusion of such transaction;
b) transactions (including several interconnected transactions) related to the divestment or possibility
of divestment of property representing fixed assets, intangible assets, incomplete construction
facilities, the purpose of use of which is the production, transmission, dispatching, distribution of
electric and thermal power, in cases (with amounts) as determined by separate decisions of the
Board of Directors of the Company;
c) transactions (including several interconnected transactions) related to the divestment or possibility
of divestment of property representing fixed assets, intangible assets, incomplete construction
facilities, the purpose of use of which is not the production, transmission, dispatching, distribution
of electric and thermal power, in cases (with amounts) as determined by separate decisions of the
Board of Directors of the Company.
29) the approval of the procedure of interaction between the Companies and the organizations
which the Company participates in; the decisions pertaining to its competence in compliance with it;
30) the determining of the position of the Company (of the Company’s representatives), including
the instruction to participate or not to participate at the voting for the matters in the agenda, to vote for the
decision drafts “pro”, “contra”, or “abstained” on the following matters in the agendas of the general
meetings of shareholders (members) of affiliated and dependent economic companies (hereinafter referred
to as DZOs) (except of the cases when the functions of the general meetings of shareholders of the DZOs
are executed by the Board of Directors of the Company) and of the meetings of the boards of directors of
DZOs (except of the matter of approval of the agenda of the general meetings of shareholders of the DZOs
when the functions of the general meetings of shareholders of DZOs are executed by the Board of
Directors of the Company):
a) the determining of the agenda of the general meeting of shareholders (members) of DZOs;
b) the reorganization and liquidation of a DZO;
c) the determining of the number of members of the board of directors of a DZO, the nomination
and election of its members, and the early termination of their powers;
d) the determining of the number, par value, category (type) of the declared shares of a DZO and of
the rights vested by these shares;
e) the increase of the authorized capital of a DZO by way of increase of the par value of the shares
or by way of placement of additional shares;
f) the placement of DZO’s securities convertible into ordinary shares;
g) the dilution and consolidation of the shares of a DZO;
73
h) the approval of major transactions to be concluded by a DZO;
i) the participation of a DZO in other organizations (joining an existent organizations or creating a
new organization), as well as the acquisition, divestment and encumbrance of shares and stakes
in the authorized capitals of the organizations that the DZO participates in, and the modification
of the participation share in the authorized capital of the respective organization;
j) the conclusion by a DZO of transactions (including several interconnected transactions) related
to the divestment or possibility of divestment of property representing fixed assets, intangible
assets, incomplete construction facilities, the purpose of use of which is not the production,
transmission, dispatching, distribution of electric and thermal power, in cases (with amounts) to
be determined by way of interaction between the Company and the organizations that the
Company participates in, to be approved by the Board of Directors of the Company;
31) the determining of directions of provision of insurance protection for the Company, including
the approval of the Company’s Insurer;
32) the preliminary approval of collective contracts and agreements concluded by the Company in
the framework of regulation of social and labor relations;
33) the approval of the candidacy of the finance consultant to be appointed in compliance with the
Federal Law “On Securities Market”, as well as of the candidacies of the arrangers of securities issues and
of consultants on transactions directly related to the fundraising in the form of public offerings;
34) the establishing of the purchase policy in the Company, including the approval of the Provision
on procedure of regulated purchases of goods, works, services; the approval of the director of the Central
Purchasing Division of the Company and of its members, as well as the approval of the annual complex
purchase program, and other decisions in compliance with the documents approved by the Company to
regulate the purchasing activity of the Company;
35) the divestment (sale) of the Company’s shares obtained by the Company as a result of purchase
or repurchase from the shareholders of the Company, as well as in other cases as provided by the
legislation of the Russian Federation;
36) the incorporation of branches and the opening of representations of the Company, the
liquidation of the same, as well as the introduction of amendments and alterations in the Articles of
Association of the Company in connection with the incorporation of branches, the opening of
representations (including the change of the information about the names and locations of the Company’s
branches and representations), and the liquidation of the same;
37) the approval of major transactions in the cases provided by chapter X of the Federal Law “On
Joint-Stock Companies”;
38) the approval of transactions provided by chapter XI of the Federal Law “On Joint-Stock
Companies”;
39) the approval of the Company’s registrar, of the terms of the agreement with the registrar, as well
as the termination of the agreement with the registrar;
40) the election of the Chairman of the Board of Directors of the Company and the early
termination of his powers;
41) the election of the Deputy Chairman of the Board of Directors of the Company and the early
termination of his powers;
42) the election of the Secretary of the Board of Directors of the Company and the early termination
of his powers;
43) the forming of the committees of the Board of Directors of the Company; the approval of
provisions on the committees of the Board of Directors of the Company;
44) the establishment of social benefits and guarantees for the employees of the Company;
45) the determining of the Company’s residential policy pertaining to the provision to the
company’s employees of corporate support in the improvement of residential conditions, in the form of
subsidies, expenses compensation, interest-free loans, and the decisions on the rendering by the Company
of such assistance in the cases when such rendering is not determined by the Company’s residential
policy;
46) other matters pertaining to the competence of the Board of Directors in compliance with the
74
Federal Law “On Joint-Stock Companies” and with these Articles of Association.
The competence of the Management Board of the Issuer is provided by article 21 of the Articles of
Association of the Issuer:
21.1.
The following matters pertain to the competence of the Management Board of the Company:
1) the development of perspective plans for the realization of the main directions in the Company’s
activity and the presentation of the same for examination to the Board of Directors;
2) the preparation of the annual (quarterly) business plan and of the report on the results of
execution of the same;
3) the preparation of target values (adjusted) of the key performance indices and of the reports on
the achievement of the same;
4) the preparation of the report on the financial and economic activity of the Company and on the
execution by the Management Board of the decisions of the General Meeting of Shareholders and of the
Board of Directors of the Company;
5) the approval of the plans and measures for the training and professional development of the
Company’s employees;
6) the decisions on the conclusion of transactions, the subject of which is the property, works, and
services, the value of which amounts to 10 to 25 per cent of the book value of the Company’s assets
determined as of the date of decision on the conclusion of the transaction, exclusive of the transactions
concluded in the course of regular economic activity undertaken by the Company’
7) the examination of the reports of the deputies of the Chairman of the Management Board of the
Company, of the members of the Management Board of the Company, of the directors of the structural
subdivisions of the Company on the results of fulfillment of the approved plans, programs, instructions;
the examination of reports, documents, and other information concerning the activity of the Company and
of the Company’s affiliated and dependent companies;
8) the approval of the report on the results of securities issues, of reports on the results of
purchases of shares from the shareholders of the Company, of reports on the results of shares redemption,
of reports on the results of the making of claims by the shareholders of the Company with regard to the
repurchase of the shares held by them;
9) the nomination by the Company of candidacies for election as sole executive body, as members
of other governing bodies, control bodies, as well as of candidacies for the position of auditor of the
organizations that the Company participates in and that undertake production, transmission, dispatching,
distribution, and sales of electric and thermal power, as well as repair and maintenance activities;
10) the agreeing upon the candidacies for certain positions in the executive structure of the
Company as determined by the Board of Directors of the Company;
11) the solving of other matters of management of the Company’s regular activity in accordance
with the decisions of the General Meeting of Shareholders, of the Board of Directors of the Company, as
well as of matters transmitted for examination to the Management Board by the Chairman of Management
Board of the Company.
The competence of the Chairman of Management Board of the Issuer is provided by article 22 of the
Articles of Association of the Issuer:
22.1. The Chairman of Management Board shall manage the current activity of the Company in
accordance with the decisions of the General Meeting of Shareholders of the Company, of the Board
of Directors, and of the Management Board of the Company as made in compliance with their
competences.
22.2. All the matters of management of the current activity of the Company pertain to the competence of
the Chairman of the Board of Directors, except of the matters pertaining to the competence of the
General Meeting of Shareholders, of the Board of Directors, and of the Management Board of the
Company.
22.3. The Chairman of the Management Board of the Company shall act on behalf of the Company
without power of attorney, taking into account the limitations provided by the current legislation, by these
Articles of Association, and by the decisions of the Board of Directors of the Company:
75
1) ensures the execution of the Company’s activity plans necessary for the solving of its tasks;
2) arranges for the keeping of books and reports in the Company;
3) disposes of the Company’s property, concludes transactions on behalf of the Company, issues
powers of attorney, opens settlement accounts and other accounts of the Company with banks and other
crediting organizations (and, in the cases provided by the law – with organizations that are professional
players of the securities market);
4) issues orders, approves (adopts) instructions, local statutory acts, and other internal documents of
the Company within his competence; gives recommendations mandatory for execution by all the
employees of the Company;
5) organizes the work of the Management Board of the Company; presides at the meetings of the
Management Board;
6) approves the general structure of the executive bodies of the Company;
7) in compliance with the general structure of the executive bodies of the Company, approves the
staff list and the remuneration of the Company’s employees;
8) exercises rights and fulfills obligations as employer with regard to the employees of the Company
as provided by the labor legislation of the Russian Federation;
9) distributes obligations among the deputies of the Chairman of the Management Board and the
members of the Management Board;
10) approves the Provisions on the branches and representations of the Company;
11) no later than 45 (Forty-five) days before the date of the annual General Meeting of Shareholders
of the Company produces for examination to the Board of Directors of the Company the annual report, the
balance sheet, the profit and loss statement (the profit and loss account) of the Company, and the
distribution of the profit and loss of the Company;
12) develops and produces for approval to the Management Board of the Company the target values
of the key performance indices (KPIs) for the subdivisions (officers);
13) solves other matters in the current activity of the Company, except of the matters pertaining to
the competence of the General Meeting of Shareholders, the Board of Directors, and the Management
Board of the Company.
Information on the presence of a corporate ethics (governance) code of the Issuer:
The Issuer’s Corporate Governance Code was approved by Decision of the Board of Directors of
JSC INTER RAO UES on April 23, 2008 (Minutes No.1 of April 23, 2008).
Information on the presence of internal documents of the issuer governing the activity of the issuer’s
bodies:
The issuer has the following internal documents governing the activity of its bodies:
1. Provision on the procedure of preparation and holding of the General Meeting of Shareholders of
JSC INTER RAO UES.
2. Provision on the procedure of calling and holding of the meetings of the Board of Directors of
JSC INTER RAO UES.
3. Provision on the Management Board of JSC INTER RAO UES.
4. Provision on the Inspection Commission of JSC INTER RAO UES.
5. Provision on payment of remuneration and compensations to the members of the Board of
Directors of JSC INTER RAO UES.
6. Provision on payment of remuneration and compensations to the members of the Inspection
Commission of JSC INTER RAO UES.
7. Provision on the Audit Committee of the Board of Directors of JSC INTER RAO UES.
8. Provision on the Staff and Remuneration Committee of the Board of Directors of JSC INTER
RAO UES.
9. Provision on the Strategy and Investments Committee of the Board of Directors of JSC INTER
RAO UES.
76
On June 25, 2008 the annual general meeting of shareholders of JSC INTER RAO UES (minutes
No. 1 of July 01, 2008) approved the new version of the Articles of Association of the Company (the
amendments to the EGRYuL (Unified State Registry of Legal Entities) in relation to the approval of the
new version of the Articles of Association were entered on July 25, 2008).
On October 23, 2008 the extraordinary general meeting of shareholders of JSC INTER RAO UES
(minutes No. 2 of October 23, 2008) approved the new version of the Articles of Association of the
Company (no amendments in relation to the approval of the new version of the Articles of Association
were made to the EGRYuL).
URL of the Internet page providing free access to the full text of the current version of the issuer’s articles
of association and of internal documents governing the activity of the issuer’s bodies, as well as of the
issuer’s corporate ethics (governance) code: www.tes-sochi.ru. www.interrao.ru
5.2. Information about the persons that are members of the issuer’s governing bodies
The information about the persons that are members of the Issuer’s Board of Directors (the structure of
the Board of Directors is indicated as of September 30, 2008) is indicated on the basis of the data
provided by the said persons:
Last name, surname, patronymic
Birth year
Education
Viktor Borisovich Khristenko
1957
Higher education,
Chelyabinsk Polytechnic Institute
Academy of National Economy by the Government of the
Russian Federation
All positions held by this person in the issuer’s
organization and in other organizations for the
last 5 years and presently, in chronological
order, including part-time offices:
Period: March 05, 2004 –present time
Organization: Ministry of Industry and Energy of the
Russian Federation
Position: Minister of Industry and Energy of the Russian
Federation
Period: February 25, 2004 – March 05, 2004
Organization: Government of the Russian Federation
Position: acting Chairman of Government of the Russian
Federation
Period: 2003 – February 24, 2004
Organization: Government of the Russian Federation
Position: First Deputy Chairman, Deputy Chairman
Period: 2002 – present time
Organization: JSC FSK UES
Position: Member of Board of Directors
Period: 2003 - present time
Organization: JSC RAO UES of Russia
Position: Member of Board of Directors
Period: 2000 - present time
Organization: JSC Gazprom
Position: Member of Board of Directors
Period: 2004 - present time
Organization: JSC AK Transneft
77
Position: Member of Board of Directors
Period: 2004 - present time
Organization: JSC SO-CDU UES
Position: Member of Board of Directors
Period: 2005 - present time
Organization: JSC HydroKGK
Position: Member of Board of Directors
Period: 2005 - present time
Organization: JSC KAMAZ
Position: Member of Board of Directors
Period: 2006 - present time
Organization: LLC International Consortium for
Management
and Development
of
the Gas
Transportation System of Ukraine
Position: Member of Board of Members
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this
person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person
(for the issuer’s affiliated and dependent
companies that are joint-stock companies)
Number of the shares of the issuer’s affiliated
and dependent companies of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer’s affiliated and dependent
companies to this person
Nature of any kinship with the other persons
that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity
Information about the bringing of this person
to administrative liability for law
infringements in the domain of finances, taxes
and dues, securities market, or to penal
liability (convictions) for crimes in the
economic domain or crimes against the state
power
Information about the holding by this person
of offices in the governing bodies of
commercial organizations during the period
when such organizations were subjects of
cases of bankruptcy and/ or when bankruptcy
None
None
None
None
None
None
This person has no kinship relations with the other persons
that are members of the issuer’s governing bodies and/or
of bodies controlling the issuer’s financial and economic
activity.
This person has not been brought to administrative
liability for law infringements in the domain of finances,
taxes and dues, securities market, or to penal liability
(convictions) for crimes in the economic domain or crimes
against the state power.
This person has not held any offices in the governing
bodies of commercial organizations during the period
when such organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures were
initiated against such organizations as provided by the
78
procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian
Federation
legislation on insolvency (bankruptcy) of the Russian
Federation
Last name, surname, patronymic
Birth year
Education
Dmitry Sergeevich Akhanov
1975
Higher education,
Peoples' Friendship University of Russia, master of
economy
Peoples' Friendship University of Russia, lawyer
All positions held by this person in the issuer’s
organization and in other organizations for the
last 5 years and presently, in chronological
order, including part-time offices:
Period: 2007 – present time.
Organization: Federal Agency for Energy
Position: director
Period: 2006–present time.
Organization: JSC Mosenergosbyt
Position: member of Board of Directors.
Period: 2005-2007.
Organization: JSC RAO UES of Russia
Position: Director of Center for Implementation of
Projects on Reforming of AO-Energo
Period: 2003-2007.
Organization: JSC RAO UES of Russia
Position: Head of Strategy Department of the
Reform Management Center
Period: 2003-2003.
Organization: JSC RAO UES of Russia
Position: deputy head of Capital Management
Department
Membership in the Board of Directors of the
organizations listed below in the reporting period:
JSC Vladimirenergo
JSC Volzhskaya TGK
JSC DVUEK
JSC Kamchatskenergo
JSC Kirovenergo
JSC Kolenergo
JSC Kubanenergo
JSC MRSK Northwest
JSC «Nizhegorodskaya GES
JSC OGK-5
JSC OGK-1
JSC Permskaya GRES
JSC Rostovenergo
JSC TGK-1
JSC TGK-2
JSC TGK-7
JSC YuGK-TGK-8
JSC Hakasenergo
79
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this
person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person
(for the issuer’s affiliated and dependent
companies that are joint-stock companies)
Number of the shares of the issuer’s affiliated
and dependent companies of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer’s affiliated and dependent
companies to this person
Nature of any kinship with the other persons
that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity
Information about the bringing of this person
to administrative liability for law
infringements in the domain of finances, taxes
and dues, securities market, or to penal
liability (convictions) for crimes in the
economic domain or crimes against the state
power
Information about the holding by this person
of offices in the governing bodies of
commercial organizations during the period
when such organizations were subjects of
cases of bankruptcy and/ or when bankruptcy
procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian
Federation
Last name, surname, patronymic
Birth year
Education
All positions held by this person in the issuer’s
organization and in other organizations for the
last 5 years and presently, in chronological
order, including part-time offices:
None
None
None
None
None
None
This person has no kinship relations with the other persons
that are members of the issuer’s governing bodies and/or
of bodies controlling the issuer’s financial and economic
activity.
This person has not been brought to administrative
liability for law infringements in the domain of finances,
taxes and dues, securities market, or to penal liability
(convictions) for crimes in the economic domain or crimes
against the state power.
This person has not held any offices in the governing
bodies of commercial organizations during the period
when such organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures were
initiated against such organizations as provided by the
legislation on insolvency (bankruptcy) of the Russian
Federation
Voloshin Alexander Stalyevich
1956
Higher education
Moscow Institute of Transport Engineers
Period: 2003 – 2008
Organization: JSC RAO UES of Russia
Position: Chairman of Board of Directors
Period: 2004 - 2008
Organization: JSC FSK UES
Position: Member of Board of Directors
Period: 2004 – 2008
Organization: JSC SO-CDU UES
Position: Chairman of Board of Directors
80
Period: 2003
Organization: Administration of the President of the
Russian Federation
Position: Director
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this
person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person
(for the issuer’s affiliated and dependent
companies that are joint-stock companies)
Number of the shares of the issuer’s affiliated
and dependent companies of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer’s affiliated and dependent
companies to this person
Nature of any kinship with the other persons
that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity
Information about the bringing of this person
to administrative liability for law
infringements in the domain of finances, taxes
and dues, securities market, or to penal
liability (convictions) for crimes in the
economic domain or crimes against the state
power
Information about the holding by this person
of offices in the governing bodies of
commercial organizations during the period
when such organizations were subjects of
cases of bankruptcy and/ or when bankruptcy
procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian
Federation
Last name, surname, patronymic
Birth year
Education
None
None
None
None
None
None
This person has no kinship relations with the other persons
that are members of the issuer’s governing bodies and/or
of bodies controlling the issuer’s financial and economic
activity.
This person has not been brought to administrative
liability for law infringements in the domain of finances,
taxes and dues, securities market, or to penal liability
(convictions) for crimes in the economic domain or crimes
against the state power.
This person has not held any offices in the governing
bodies of commercial organizations during the period
when such organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures were
initiated against such organizations as provided by the
legislation on insolvency (bankruptcy) of the Russian
Federation
Andrei Vladimirovich Dementiev
1967
Higher education,
Chelyabinsk Polytechnic Institute,
The Academy of National Economy
Government of the Russian Federation
under
the
81
All positions held by this person in the issuer’s
organization and in other organizations for the
last 5 years and presently, in chronological
order, including part-time offices:
Period: December 8, 2005 - present time
Organization: Ministry of Industry and Energy of the
Russian Federation
Position: Deputy Minister of Industry and Energy of the
Russian Federation
Period: 2004-2005
Organization: Ministry of Industry and Energy of the
Russian Federation, Moscow
Position: Director of Department of Structural and
Investment Policy in Industry and Energy of the Ministry
of Industry and Energy of the Russian Federation,
Moscow
Period: 2003 – 2004
Organization: Government of the Russian Federation
Position: Deputy Director of Secretariat of the First
Deputy Chairman of Government of the Russian
Federation Khristenko V.B.
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this
person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person
(for the issuer’s affiliated and dependent
companies that are joint-stock companies)
Number of the shares of the issuer’s affiliated
and dependent companies of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer’s affiliated and dependent
companies to this person
Nature of any kinship with the other persons
that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity
Information about the bringing of this person
to administrative liability for law
infringements in the domain of finances, taxes
and dues, securities market, or to penal
liability (convictions) for crimes in the
economic domain or crimes against the state
power
Information about the holding by this person
of offices in the governing bodies of
commercial organizations during the period
when such organizations were subjects of
cases of bankruptcy and/ or when bankruptcy
None
None
None
None
None
None
This person has no kinship relations with the other persons
that are members of the issuer’s governing bodies and/or
of bodies controlling the issuer’s financial and economic
activity.
This person has not been brought to administrative
liability for law infringements in the domain of finances,
taxes and dues, securities market, or to penal liability
(convictions) for crimes in the economic domain or crimes
against the state power.
This person has not held any offices in the governing
bodies of commercial organizations during the period
when such organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures were
initiated against such organizations as provided by the
82
procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian
Federation
legislation on insolvency (bankruptcy) of the Russian
Federation
Last name, surname, patronymic
Birth year
Education
Vladimir Aleksandrovich Dmitriev
1953
Higher
All positions held by this person in the issuer’s
organization and in other organizations for the
last 5 years and presently, in chronological
order, including part-time offices:
Moscow Finance Institute
Period: June 2007 - present time
Organization: State Corporation Development and
Foreign Economic Activity Bank (Vneshekonombank)
Position: Chairman
Period: 2004-2007
Organization: Vneshekonombank
Position: Chairman
Period: 2002 – 2004
Organization: JSC Vneshtorgbank
Position: Deputy President-Chairman of Management
Board
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this
person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person
(for the issuer’s affiliated and dependent
companies that are joint-stock companies)
Number of the shares of the issuer’s affiliated
and dependent companies of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer’s affiliated and dependent
companies to this person
Nature of any kinship with the other persons
that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity
Information about the bringing of this person
to administrative liability for law
infringements in the domain of finances, taxes
and dues, securities market, or to penal
liability (convictions) for crimes in the
economic domain or crimes against the state
power
Information about the holding by this person
None
None
None
None
None
None
This person has no kinship relations with the other persons
that are members of the issuer’s governing bodies and/or
of bodies controlling the issuer’s financial and economic
activity.
This person has not been brought to administrative
liability for law infringements in the domain of finances,
taxes and dues, securities market, or to penal liability
(convictions) for crimes in the economic domain or crimes
against the state power.
This person has not held any offices in the governing
83
of offices in the governing bodies of
commercial organizations during the period
when such organizations were subjects of
cases of bankruptcy and/ or when bankruptcy
procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian
Federation
bodies of commercial organizations during the period
when such organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures were
initiated against such organizations as provided by the
legislation on insolvency (bankruptcy) of the Russian
Federation
Last name, surname, patronymic
Birth year
Education
Evgeniy Vyacheslavovich Dod
1973
Higher education
All positions held by this person in the issuer’s
organization and in other organizations for the
last 5 years and presently, in chronological
order, including part-time offices:
Moscow Aviation Institute, Economics and Firm
Management
The Academy of Management under the President of the
Russian Federation
Period: 2008 - present time
Organization: JSC INTER RAO UES
Position: Chairman of Management Board
Period: 1999-2008
Organization: ZAO INTER RAO UES
Position: General Director
Period: 1999-2008
Organization: ZAO INTER RAO UES
Position: member of Board of Directors
Offices held in the governing bodies of the
organizations listed below in the reporting period:
ZAO Armenian Nuclear Power Plant - member of
Board of Directors.
ZAO Armenia Electric Grids - member of Board of
Directors.
ZAO Industrial Power Company - member of Board of
Directors.
ZAO Moldavskaya GRES - member of Board of
Directors.
LLC INTER RAO UES Finance – Chairman of Board of
Directors
TGR Enerji - member of Management Board.
JSC Eastern Power Company - member of Board of
Directors.
JSC INTER RAO UES Holding - member of Board of
Directors, General Director.
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this
person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
None
None
None
None
84
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person
(for the issuer’s affiliated and dependent
companies that are joint-stock companies)
Number of the shares of the issuer’s affiliated
and dependent companies of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer’s affiliated and dependent
companies to this person
Nature of any kinship with the other persons
that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity
Information about the bringing of this person
to administrative liability for law
infringements in the domain of finances, taxes
and dues, securities market, or to penal
liability (convictions) for crimes in the
economic domain or crimes against the state
power
Information about the holding by this person
of offices in the governing bodies of
commercial organizations during the period
when such organizations were subjects of
cases of bankruptcy and/ or when bankruptcy
procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian
Federation
Last name, surname, patronymic
Birth year
Education
All positions held by this person in the issuer’s
organization and in other organizations for the
last 5 years and presently, in chronological
order, including part-time offices:
None
None
This person has no kinship relations with the other persons
that are members of the issuer’s governing bodies and/or
of bodies controlling the issuer’s financial and economic
activity.
This person has not been brought to administrative
liability for law infringements in the domain of finances,
taxes and dues, securities market, or to penal liability
(convictions) for crimes in the economic domain or crimes
against the state power.
This person has not held any offices in the governing
bodies of commercial organizations during the period
when such organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures were
initiated against such organizations as provided by the
legislation on insolvency (bankruptcy) of the Russian
Federation
Sergey Vladilenovich Kirienko
1962
Higher education
Gorky Institute of Water Transport Engineers,
Academy of National Economy by the Government of the
Russian Federation
Period: December 2007 - present time
Organization: State Nuclear Power Corporation Rosatom
Position: General Director
Period: July 2007 - present time
Organization: JSC Atomenergoprom
Position: Chairman of the Board of Directors
Period: November 2005 – February 2008
Organization: Federal Agency for Nuclear Power
Position: Director
Period: May 2000 – November 2005
Organization: Representation of the President of the
Russian Federation in the Privolzhsky Federal District
Position: Authorized Representative
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
None
85
The issuer’s ordinary shares owned by this
person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person
(for the issuer’s affiliated and dependent
companies that are joint-stock companies)
Number of the shares of the issuer’s affiliated
and dependent companies of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer’s affiliated and dependent
companies to this person
Nature of any kinship with the other persons
that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity
Information about the bringing of this person
to administrative liability for law
infringements in the domain of finances, taxes
and dues, securities market, or to penal
liability (convictions) for crimes in the
economic domain or crimes against the state
power
Information about the holding by this person
of offices in the governing bodies of
commercial organizations during the period
when such organizations were subjects of
cases of bankruptcy and/ or when bankruptcy
procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian
Federation
None
None
None
None
None
This person has no kinship relations with the other persons
that are members of the issuer’s governing bodies and/or
of bodies controlling the issuer’s financial and economic
activity.
This person has not been brought to administrative
liability for law infringements in the domain of finances,
taxes and dues, securities market, or to penal liability
(convictions) for crimes in the economic domain or crimes
against the state power.
This person has not held any offices in the governing
bodies of commercial organizations during the period
when such organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures were
initiated against such organizations as provided by the
legislation on insolvency (bankruptcy) of the Russian
Federation
Last name, surname, patronymic
Birth year
Education
Klepach Andrei Nikolaevich
1959
Higher economic education
All positions held by this person in the issuer’s
organization and in other organizations for the
last 5 years and presently, in chronological
order, including part-time offices:
Lomonosov Moscow State University
Period: February 2008 - present time
Organization: Ministry of Economic Development of
Russia
Position: Deputy Minister
Period: July 2006 – February 2008
Organization: Ministry of Economic Development of
Russia
Position: Director of the Consolidated Department for
Macroeconomic Forecasting
Period: April 2004 – July 2006
Organization: Ministry of Economic Development of
86
Russia
Position: Director of the Department for Macroeconomic
Forecasting
Period: November 1998 – April 2004
Organization: Institute of National Economy Forecasting
by the Russian Academy of Science, Moscow
Position: leading researcher
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this
person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person
(for the issuer’s affiliated and dependent
companies that are joint-stock companies)
Number of the shares of the issuer’s affiliated
and dependent companies of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer’s affiliated and dependent
companies to this person
Nature of any kinship with the other persons
that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity
Information about the bringing of this person
to administrative liability for law
infringements in the domain of finances, taxes
and dues, securities market, or to penal
liability (convictions) for crimes in the
economic domain or crimes against the state
power
Information about the holding by this person
of offices in the governing bodies of
commercial organizations during the period
when such organizations were subjects of
cases of bankruptcy and/ or when bankruptcy
procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian
Federation
Last name, surname, patronymic
Birth year
Education
None
None
None
None
None
None
This person has no kinship relations with the other persons
that are members of the issuer’s governing bodies and/or
of bodies controlling the issuer’s financial and economic
activity.
This person has not been brought to administrative
liability for law infringements in the domain of finances,
taxes and dues, securities market, or to penal liability
(convictions) for crimes in the economic domain or crimes
against the state power.
This person has not held any offices in the governing
bodies of commercial organizations during the period
when such organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures were
initiated against such organizations as provided by the
legislation on insolvency (bankruptcy) of the Russian
Federation
Rappoport Andrei Natanovich
1963
Higher education
Donetsk State University
87
All positions held by this person in the issuer’s
organization and in other organizations for the
last 5 years and presently, in chronological
order, including part-time offices:
Period: 2002 - present time
Organization: JSC FSK UES
Position: Chairman of Management Board
Period: 2002 - 2008
Organization: JSC FSK UES
Position: member of Board of Directors
Period: March 26, 2004 - 2008
Organization: JSC RAO UES of Russia
Position: member of Management Board
Period: 1998 – march 26, 2004
Organization: JSC RAO UES of Russia
Position: Deputy Chairman of Management Board
Period: 2004 – 2007
Organization: JSC Yantarenergo
Position: Chairman of Board of Directors
Period: 1999 – May 2008
Organization: ZAO INTER RAO UES
Position: Chairman of Board of Directors
Period: 2004 – present time
Organization: JSC SO-CDU UES
Position: member of Board of Directors
Period: 2004 – 2005
Organization: ZAO INTER RAO UES Balkans
Position: member of Board of Directors
Period: 2004 – present time
Organization: AO OES GruzRosenergo
Position: Member of Supervisory Board
Period: 2004 – 2007
Organization: JSC MRSK of Center and Northern
Caucasus
Position: member of Board of Directors
Period: 2007 – present time
Organization: JSC MRSK of South
Position: member of Board of Directors
Period: February 28, 2005 – present time.
Organization: JSC Moscow Unified Electric Grid
Company
Position: member of Board of Directors
Period: 2005 - 2007
Organization: RAO Nordic OY
Position: member of Board of Directors
Period: 2005. – present time
Organization: JSC HYDROOGK (RusHydro)
Position: member of Board of Directors
88
Period: 2005 – present time
Organization: AO AES Telasi
Position: member of Board of Directors
Period: 2005 – present time
Organization: JSC Federal Hydrogeneration Company
Position: member of Board of Directors
Period: January 14, 2008 – present time
Organization: JSC CIUS UES
Position: Chairman of Board of Directors
Period: January 16, 2008 – present time
Organization: JSC Glavsetservice ENES
Position: Chairman of Board of Directors
Period: January 16, 2008 – present time
Organization: JSC Elektrosetservice ENES
Position: Chairman of Board of Directors
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this
person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person
(for the issuer’s affiliated and dependent
companies that are joint-stock companies)
Number of the shares of the issuer’s affiliated
and dependent companies of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer’s affiliated and dependent
companies to this person
Nature of any kinship with the other persons
that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity
Information about the bringing of this person
to administrative liability for law
infringements in the domain of finances, taxes
and dues, securities market, or to penal
liability (convictions) for crimes in the
economic domain or crimes against the state
power
Information about the holding by this person
of offices in the governing bodies of
None
None
None
None
None
None
This person has no kinship relations with the other persons
that are members of the issuer’s governing bodies and/or
of bodies controlling the issuer’s financial and economic
activity.
This person has not been brought to administrative
liability for law infringements in the domain of finances,
taxes and dues, securities market, or to penal liability
(convictions) for crimes in the economic domain or crimes
against the state power.
This person has not held any offices in the governing
bodies of commercial organizations during the period
89
commercial organizations during the period
when such organizations were subjects of
cases of bankruptcy and/ or when bankruptcy
procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian
Federation
when such organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures were
initiated against such organizations as provided by the
legislation on insolvency (bankruptcy) of the Russian
Federation
Last name, surname, patronymic
Birth year
Education
Travin Vladimir Valentinovich
1960
Higher
Moscow Physical-Technological Institute of Physics and
Technology
All positions held by this person in the issuer’s
organization and in other organizations for the
last 5 years and presently, in chronological
order, including part-time offices:
Period: July 2007 - present time
Organization:
Open
Joint-Stock
Atomenergoprom
Position: Director
Company
Period: December 2005 - July 2007
Organization: Federal Agency for Nuclear Power
Position: Counselor of Director, Deputy Director
Period: February 2005 – December 2005
Organization: ZAO Arzamas Experimental Enterprise
Position: Director
Period: December 2000 – January 2005
Organization: ZAO Region Invest Consult-Privolzhye
Position: Director
Period: February 2006 – May 01, 2008
Organization: ZAO INTER RAO UES
Position: Deputy Chairman of Board of Directors
Current membership in the governing bodies of the
organizations listed below:
Organization: JSC Atomenergoprom
Position: Director, member of Board of Directors,
Chairman of Management Board
Organization: JSC Atomredmetzoloto
Position: Chairman of Board of Directors
Organization: JSC TVEL
Position: Chairman of Board of Directors
Organization: JSC Tekhsnabexport
Position: Chairman of Board of Directors
Organization: ZAO Atomstroyexport
Position: Chairman of Board of Directors
Organization: JSC SO-CDU UES
Position: member of Board of Directors
Organization: JSC Nizhniy Novgorod Engineering
Company ATOMENERGOPROEKT
Position: member of Board of Directors
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
None
90
The issuer’s ordinary shares owned by this
person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person
(for the issuer’s affiliated and dependent
companies that are joint-stock companies)
Number of the shares of the issuer’s affiliated
and dependent companies of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer’s affiliated and dependent
companies to this person
Nature of any kinship with the other persons
that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity
Information about the bringing of this person
to administrative liability for law
infringements in the domain of finances, taxes
and dues, securities market, or to penal
liability (convictions) for crimes in the
economic domain or crimes against the state
power
Information about the holding by this person
of offices in the governing bodies of
commercial organizations during the period
when such organizations were subjects of
cases of bankruptcy and/ or when bankruptcy
procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian
Federation
Last name, surname, patronymic
Birth year
Education
All positions held by this person in the issuer’s
organization and in other organizations for the
last 5 years and presently, in chronological
order, including part-time offices:
None
None
None
None
None
This person has no kinship relations with the other persons
that are members of the issuer’s governing bodies and/or
of bodies controlling the issuer’s financial and economic
activity.
This person has not been brought to administrative
liability for law infringements in the domain of finances,
taxes and dues, securities market, or to penal liability
(convictions) for crimes in the economic domain or crimes
against the state power.
This person has not held any offices in the governing
bodies of commercial organizations during the period
when such organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures were
initiated against such organizations as provided by the
legislation on insolvency (bankruptcy) of the Russian
Federation
Sharonov Andrei Vladimirovich
1964
Higher education
Ufa Aviation Institute,
The Russian Academy of State Service under the President
of the Russian Federation
Period: 2007 – present time
Organization: Troika Dialog
Position: Managing Director of Group of Companies
Period: 2005 – 2007
Organization: Ministry of Economic Development and
Trade of the Russian Federation
Position: State Secretary, Deputy Minister
Period: 2004 – 2005
Organization: Ministry of Economic Development and
91
Trade of the Russian Federation
Position: Deputy Minister
Period: 2003 – 2004
Organization: Ministry of Economic Development and
Trade of the Russian Federation
Position: First Deputy Minister
Period: 2002 – 2003
Organization: Ministry of Economic Development and
Trade of the Russian Federation
Position: Deputy Minister
Current membership in the governing bodies of the
following organizations
Organization: JSC RAO UES of Russia
Position: member of Board of Directors
Organization: Chamber of Commerce and Industry of
the Russian Federation
Position: Chairman of Committee for Financial
Markets and Crediting Organizations
Organization: JSC Aeroflot-Russian Airlines
Position: member of Board of Directors
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this
person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person
(for the issuer’s affiliated and dependent
companies that are joint-stock companies)
Number of the shares of the issuer’s affiliated
and dependent companies of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer’s affiliated and dependent
companies to this person
Nature of any kinship with the other persons
that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity
Information about the bringing of this person
to administrative liability for law
infringements in the domain of finances, taxes
and dues, securities market, or to penal
liability (convictions) for crimes in the
economic domain or crimes against the state
power
Information about the holding by this person
None
None
None
None
None
None
This person has no kinship relations with the other persons
that are members of the issuer’s governing bodies and/or
of bodies controlling the issuer’s financial and economic
activity.
This person has not been brought to administrative
liability for law infringements in the domain of finances,
taxes and dues, securities market, or to penal liability
(convictions) for crimes in the economic domain or crimes
against the state power.
This person has not held any offices in the governing
92
of offices in the governing bodies of
commercial organizations during the period
when such organizations were subjects of
cases of bankruptcy and/ or when bankruptcy
procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian
Federation
bodies of commercial organizations during the period
when such organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures were
initiated against such organizations as provided by the
legislation on insolvency (bankruptcy) of the Russian
Federation
Information about the issuer’s sole executive body (Chairman of Management Board):
Last name, surname, patronymic
Birth year
Education
All positions held by this person in the issuer’s
organization and in other organizations for the
last 5 years and presently, in chronological
order, including part-time offices:
Evgeniy Vyacheslavovich Dod
1973
Higher education
Moscow Aviation Institute, Economics and Firm
Management
The Academy of Management under the President of the
Russian Federation
Period: 2008 - present time
Organization: JSC INTER RAO UES
Position: Chairman of Management Board
Period: 1999-2008
Organization: ZAO INTER RAO UES
Position: General Director
Period: 1999-2008
Organization: ZAO INTER RAO UES
Position: member of Board of Directors
Offices held in the governing bodies of the
organizations listed below in the reporting period:
ZAO Armenian Nuclear Power Plant - member of
Board of Directors.
ZAO Armenia Electric Grids - member of Board of
Directors.
ZAO Industrial Power Company - member of Board of
Directors.
ZAO Moldavskaya GRES - member of Board of
Directors.
LLC INTER RAO UES Finance – Chairman of Board of
Directors
TGR Enerji - member of Management Board.
JSC Eastern Power Company - member of Board of
Directors.
JSC INTER RAO UES Holding - member of Board of
Directors, General Director.
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this
person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer to this person
None
None
None
93
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person
(for the issuer’s affiliated and dependent
companies that are joint-stock companies)
Number of the shares of the issuer’s affiliated
and dependent companies of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer’s affiliated and dependent
companies to this person
Nature of any kinship with the other persons
that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity
Information about the bringing of this person
to administrative liability for law
infringements in the domain of finances, taxes
and dues, securities market, or to penal
liability (convictions) for crimes in the
economic domain or crimes against the state
power
Information about the holding by this person
of offices in the governing bodies of
commercial organizations during the period
when such organizations were subjects of
cases of bankruptcy and/ or when bankruptcy
procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian
Federation
None
None
None
This person has no kinship relations with the other persons
that are members of the issuer’s governing bodies and/or
of bodies controlling the issuer’s financial and economic
activity.
This person has not been brought to administrative
liability for law infringements in the domain of finances,
taxes and dues, securities market, or to penal liability
(convictions) for crimes in the economic domain or crimes
against the state power.
This person has not held any offices in the governing
bodies of commercial organizations during the period
when such organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures were
initiated against such organizations as provided by the
legislation on insolvency (bankruptcy) of the Russian
Federation
Information about the persons that are members of the Issuer’s Management Board:
Last name, surname, patronymic
Birth year
Education
All positions held by this person in the issuer’s
organization and in other organizations for the
last 5 years and presently, in chronological
order, including part-time offices:
Evgeniy Vyacheslavovich Dod
1973
Higher education
Moscow Aviation Institute, Economics and Firm
Management
The Academy of Management under the President of the
Russian Federation
Period: 2008 - present time
Organization: JSC INTER RAO UES
Position: Chairman of Management Board
Period: 1999-2008
Organization: ZAO INTER RAO UES
Position: General Director
Period: 1999-2008
Organization: ZAO INTER RAO UES
Position: member of Board of Directors
Offices held in the governing bodies of the
organizations listed below in the reporting period:
94
ZAO Armenian Nuclear Power Plant - member of
Board of Directors.
ZAO Armenia Electric Grids - member of Board of
Directors.
ZAO Industrial Power Company - member of Board of
Directors.
ZAO Moldavskaya GRES - member of Board of
Directors.
LLC INTER RAO UES Finance – Chairman of Board of
Directors
TGR Enerji - member of Management Board.
JSC Eastern Power Company - member of Board of
Directors.
JSC INTER RAO UES Holding - member of Board of
Directors, General Director.
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this
person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person
(for the issuer’s affiliated and dependent
companies that are joint-stock companies)
Number of the shares of the issuer’s affiliated
and dependent companies of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer’s affiliated and dependent
companies to this person
Nature of any kinship with the other persons
that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity
Information about the bringing of this person
to administrative liability for law
infringements in the domain of finances, taxes
and dues, securities market, or to penal
liability (convictions) for crimes in the
economic domain or crimes against the state
power
Information about the holding by this person
of offices in the governing bodies of
commercial organizations during the period
when such organizations were subjects of
cases of bankruptcy and/ or when bankruptcy
procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian
Federation
None
None
None
None
None
None
This person has no kinship relations with the other persons
that are members of the issuer’s governing bodies and/or
of bodies controlling the issuer’s financial and economic
activity.
This person has not been brought to administrative
liability for law infringements in the domain of finances,
taxes and dues, securities market, or to penal liability
(convictions) for crimes in the economic domain or crimes
against the state power.
This person has not held any offices in the governing
bodies of commercial organizations during the period
when such organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures were
initiated against such organizations as provided by the
legislation on insolvency (bankruptcy) of the Russian
Federation
95
Last name, surname, patronymic
Vyacheslav Yurievich Artamonov
Birth year
Education
1957
Higher education
All positions held by this person in the issuer’s
organization and in other organizations for the
last 5 years and presently, in chronological
order, including part-time offices:
Evening University by the General Consulate of the USSR
in Annaba (Algeria),
Moscow Energy Institute (Technical University)
Period: 2008 - present time
Organization: JSC INTER RAO UES
Position: Deputy Chairman of Management Board,
Director of Trading Unit of Open Joint-Stock Company
INTER RAO UES
Period: 2007 – present time
Organization: ZAO INTER RAO UES Baltia
Position: Member of Board of Directors
Period: 2007 – present time
Organization: ZAO Industrial Power Company
Position: Member of Board of Directors
Period: 2007 – present time
Organization: ZAO Industrial Power Company
Position: General Director
Period: 2007 – 2008
Organization: JSC Severo-Zapadnaya TETs
Position: Member of Board of Directors
Period: 2000 – 2008
Organization: ZAO INTER RAO UES
Position: Director of Trading Unit of Open Joint-Stock
Company INTER RAO UES, Deputy General Director
for Trading of Trading Unit
Deputy General Director - Director of the Geographic
Division of Russia
Deputy General Director of the Closed Joint-Stock
Company for Development of International Electric
Power Relations INTER RAO UES
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this
person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person
(for the issuer’s affiliated and dependent
companies that are joint-stock companies)
Number of the shares of the issuer’s affiliated
and dependent companies of each category
None
None
None
None
None
None
96
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer’s affiliated and dependent
companies to this person
Nature of any kinship with the other persons
that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity
Information about the bringing of this person
to administrative liability for law
infringements in the domain of finances, taxes
and dues, securities market, or to penal
liability (convictions) for crimes in the
economic domain or crimes against the state
power
Information about the holding by this person
of offices in the governing bodies of
commercial organizations during the period
when such organizations were subjects of
cases of bankruptcy and/ or when bankruptcy
procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian
Federation
Last name, surname, patronymic
Birth year
Education
This person has no kinship relations with the other persons
that are members of the issuer’s governing bodies and/or
of bodies controlling the issuer’s financial and economic
activity.
This person has not been brought to administrative
liability for law infringements in the domain of finances,
taxes and dues, securities market, or to penal liability
(convictions) for crimes in the economic domain or crimes
against the state power.
This person has not held any offices in the governing
bodies of commercial organizations during the period
when such organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures were
initiated against such organizations as provided by the
legislation on insolvency (bankruptcy) of the Russian
Federation
Timur Vadimovich Ivanov
1975
Higher education
Lomonosov Moscow State University, department of
computational mathematics and cybernetics
International Academy of Marketing and Management,
department of economics
All positions held by this person in the issuer’s
organization and in other organizations for the
last 5 years and presently, in chronological
order, including part-time offices:
Period: 2008 - present time
Organization: JSC INTER RAO UES
Position: Deputy Chairman of Management Board of
Open Joint-Stock Company INTER RAO UES
Period: 2005 – 2008
Organization: ZAO Atomstroyexport
Position: Vice President
Period: 2004-2005
Organization: ZAO Atomstroyexport
Position: Counselor of President (part time)
Period: 2002-2005
Organization: FGUP Concern Rosenergoatom
Position: Counselor of First Deputy General Director for
Economy and Finances – Executive Director
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this
person
None
None
97
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person
(for the issuer’s affiliated and dependent
companies that are joint-stock companies)
Number of the shares of the issuer’s affiliated
and dependent companies of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer’s affiliated and dependent
companies to this person
Nature of any kinship with the other persons
that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity
Information about the bringing of this person
to administrative liability for law
infringements in the domain of finances, taxes
and dues, securities market, or to penal
liability (convictions) for crimes in the
economic domain or crimes against the state
power
Information about the holding by this person
of offices in the governing bodies of
commercial organizations during the period
when such organizations were subjects of
cases of bankruptcy and/ or when bankruptcy
procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian
Federation
Last name, surname, patronymic
Birth year
Education
None
None
None
None
This person has no kinship relations with the other persons
that are members of the issuer’s governing bodies and/or
of bodies controlling the issuer’s financial and economic
activity.
This person has not been brought to administrative
liability for law infringements in the domain of finances,
taxes and dues, securities market, or to penal liability
(convictions) for crimes in the economic domain or crimes
against the state power.
This person has not held any offices in the governing
bodies of commercial organizations during the period
when such organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures were
initiated against such organizations as provided by the
legislation on insolvency (bankruptcy) of the Russian
Federation
Mikhail Alekseevich Mantrov
1965
Higher education
Moscow Energy Institute (Technical University),
Academy of National Economy by the Government
of the Russian Federation, Moscow
All positions held by this person in the issuer’s
organization and in other organizations for the
last 5 years and presently, in chronological
order, including part-time offices:
Period: 2008 - present time
Organization: JSC INTER RAO UES
Position: Deputy Chairman of Management Board,
Director of Corporate Center of JSC INTER RAO UES
Period: 2000-2008
Organization: ZAO INTER RAO UES
Position: Deputy General Director - Director of
Corporate Center,
Counselor of General Director in the Staff of the
General Director, Deputy General Director – Director of
Geographic Division of Transcaucasus,
98
Deputy General Director of the Closed Joint-Stock
Company for Development of International Electric
Power Relations INTER RAO UES
Period: 2007 - present time
Organization: ZAO INTER RAO UES Baltia
Position: Member of Board of Directors
Period: 2007 - present time
Organization: ZAO International Power Corporation
Position: Chairman of Board of Directors
Period: 2007 - present time
Organization: ZAO Moldavskaya GRES
Position: Member of Board of Directors
Period: 2007 - present time
Organization: ZAO Armenia Electric Grids
Position: Member of Board of Directors
Period: 2007- present time
Organization: LLC Mtkvari Energy
Position: Chairman of Supervisory Board
Period: 2007 - present time
Organization: JSC Telasi
Position: Member of Supervisory Board
Period: 2007 - present time
Organization: JSC Hrami-1
Position: Member of Supervisory Board
Period: 2007 - present time
Organization: JSC Hrami 2
Position: Member of Supervisory Board
Period: 2007. - present time
Organization: ZAO AEEK
Position: Member of Board of Directors
Period: 2007 - present time
Organization: RAO NORDIC Oy
Position: Member of Management Board
Period: 2007 - present time
Organization: ZAO INTER RAO UES Ukraine
Position: Chairman of Board of Directors
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this
person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer to this person
0.01%
0.01%
None
99
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person
(for the issuer’s affiliated and dependent
companies that are joint-stock companies)
Number of the shares of the issuer’s affiliated
and dependent companies of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer’s affiliated and dependent
companies to this person
Nature of any kinship with the other persons
that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity
Information about the bringing of this person
to administrative liability for law
infringements in the domain of finances, taxes
and dues, securities market, or to penal
liability (convictions) for crimes in the
economic domain or crimes against the state
power
Information about the holding by this person
of offices in the governing bodies of
commercial organizations during the period
when such organizations were subjects of
cases of bankruptcy and/ or when bankruptcy
procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian
Federation
Last name, surname, patronymic
Birth year
Education
None
None
None
This person has no kinship relations with the other persons
that are members of the issuer’s governing bodies and/or
of bodies controlling the issuer’s financial and economic
activity.
This person has not been brought to administrative
liability for law infringements in the domain of finances,
taxes and dues, securities market, or to penal liability
(convictions) for crimes in the economic domain or crimes
against the state power.
This person has not held any offices in the governing
bodies of commercial organizations during the period
when such organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures were
initiated against such organizations as provided by the
legislation on insolvency (bankruptcy) of the Russian
Federation
Dangiras Mikalaunas
1966
Higher education
Kaunas University of Technology
All positions held by this person in the issuer’s
organization and in other organizations for the
last 5 years and presently, in chronological
order, including part-time offices:
Period: 2008 - present time
Organization: JSC INTER RAO UES
Position: Member of Management Board, Director of
Geographic Division of Europe
Period: 2007-2007
Organization: JSC FSK UES
Position: Director for Asset Management
Period: 2008 - present time
Organization: RAO NORDIC Oy
Position: Chairman of Management Board
Period: 2005-2007
Organization: ZAO INTER RAO UES
Position: Deputy General Director - Director of
100
Geographic Division of Europe
Period: 2003-2005
Organization: ZAO INTER RAO UES
Position: Asset Manager
Period: 2005-2007
Organization: ZAO Moldavskaya GRES
Position: Member of Board of Directors
Period: 2005-2007
Organization: ZAO INTER RAO UES Ukraine
Position: Member of Management Board
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this
person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person
(for the issuer’s affiliated and dependent
companies that are joint-stock companies)
Number of the shares of the issuer’s affiliated
and dependent companies of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer’s affiliated and dependent
companies to this person
Nature of any kinship with the other persons
that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity
Information about the bringing of this person
to administrative liability for law
infringements in the domain of finances, taxes
and dues, securities market, or to penal
liability (convictions) for crimes in the
economic domain or crimes against the state
power
Information about the holding by this person
of offices in the governing bodies of
commercial organizations during the period
when such organizations were subjects of
cases of bankruptcy and/ or when bankruptcy
procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian
Federation
None
None
None
None
None
None
This person has no kinship relations with the other persons
that are members of the issuer’s governing bodies and/or
of bodies controlling the issuer’s financial and economic
activity.
This person has not been brought to administrative
liability for law infringements in the domain of finances,
taxes and dues, securities market, or to penal liability
(convictions) for crimes in the economic domain or crimes
against the state power.
This person has not held any offices in the governing
bodies of commercial organizations during the period
when such organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures were
initiated against such organizations as provided by the
legislation on insolvency (bankruptcy) of the Russian
Federation
101
Last name, surname, patronymic
Birth year
Education
Nikitin Alexander Valerievich
1966
Higher education
Superior School of KGB of the USSR
Plekhanov Russian Academy of Economics
All positions held by this person in the issuer’s
organization and in other organizations for the
last 5 years and presently, in chronological
order, including part-time offices:
Period: 2008 - present time
Organization: JSC INTER RAO UES
Position: Member of Management Board, Director of
Financial Activity Unit – Financial Director
Period: 2007 – 2008
Organization: ZAO INTER RAO UES
Position: Director of Financial Activity Unit – Financial
Director, Deputy General Director for Economy and
Finances – Financial Director of Financial Activity Unit
Period: 2006 -2007
Organization: JSC MTS
Position: Chief of Staff of the President of the Corporate
Center of MTS Group
Period: 2004 -2006
Organization: JSC RAO UES of Russia
Position: Head of Finance and Credit Department of
Corporate Center, Director of Financial Policy
Department of Corporate Center
Period: 2002 -2004
Organization: JSC Krasnoyarskenergo
Position: Deputy General Director – Financial Director
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this
person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person
(for the issuer’s affiliated and dependent
companies that are joint-stock companies)
Number of the shares of the issuer’s affiliated
and dependent companies of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer’s affiliated and dependent
companies to this person
Nature of any kinship with the other persons
that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity
0.029%
0.029%
None
None
None
None
This person has no kinship relations with the other persons
that are members of the issuer’s governing bodies and/or
of bodies controlling the issuer’s financial and economic
activity.
102
Information about the bringing of this person
to administrative liability for law
infringements in the domain of finances, taxes
and dues, securities market, or to penal
liability (convictions) for crimes in the
economic domain or crimes against the state
power
Information about the holding by this person
of offices in the governing bodies of
commercial organizations during the period
when such organizations were subjects of
cases of bankruptcy and/ or when bankruptcy
procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian
Federation
Last name, surname, patronymic
Birth year
Education
This person has not been brought to administrative
liability for law infringements in the domain of finances,
taxes and dues, securities market, or to penal liability
(convictions) for crimes in the economic domain or crimes
against the state power.
This person has not held any offices in the governing
bodies of commercial organizations during the period
when such organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures were
initiated against such organizations as provided by the
legislation on insolvency (bankruptcy) of the Russian
Federation
Sergey Nikolaevich Tolstoguzov
1964
Higher education
Nosov Magnitogorsk Mining and Metallurgy Institute
All positions held by this person in the issuer’s
organization and in other organizations for the
last 5 years and presently, in chronological
order, including part-time offices:
Period: 2008 - present time
Organization: JSC INTER RAO UES
Position: Member of Management Board, Director of
Asset Management Unit
Period: 2007 – 2008
Organization: ZAO INTER RAO UES
Position: Deputy General Director for Asset Management
of Asset Management Unit, Head of Project Group for
Assets Integration
Period: 2005 -2007
Organization: JSC RAO UES of Russia
Position: Head of Generation Facilities Operation
Department, Deputy Managing Director, Head of
Construction Complex and Generation Management
Department of Service Business Unit
Period: 2003 -2005
Organization: Federal State Unitary Enterprise Russian
State Concern Rosenergoatom
Position: Chief Specialist of the Technical Support and
Development Department of the Central Directorate of
Commercial Dispatching
Period: 2006 – 2008
Organization: JSC Ivanovskie PGU
Position: Chairman of Board of Directors
Period: 2006 –present time.
Organization: JSC Mobile Energy
Position: Chairman of Board of Directors
Period: 2006 – 2008
Organization: JSC Sochinskaya TPS
103
Position: Deputy Chairman of Board of Directors
Period: 2006 – 2008
Organization: JSC Kaliningradskaya TETs-2
Position: Deputy Chairman of Board of Directors
Period: 2006 – 2007
Organization: JSC Chirkeygesstroy
Position: Deputy Chairman of Board of Directors
Period: 2007 – present time
Organization: JSC Chirkeygesstroy
Position: Chairman of Board of Directors
Period: 2007 – 2008
Organization: JSC Severo-Zapadnaya TETs
Position: Deputy Chairman of Board of Directors
Period: 2007 – present time
Organization: JSC Bureyagesstroy
Position: Chairman of Board of Directors
Period: 2007 – present time
Organization: JSC International Power Corporation
Position: Member of Board of Directors
Period: 2007 – present time
Organization: LLC Mtkvari Energy
Position: Member of Supervisory Board
Period: 2007 – present time
Organization: JSC Telasi
Position: Member of Supervisory Board
Period: 2007 – present time
Organization: JSC Hramhesi I
Position: Member of Supervisory Board
Period: 2007 – present time
Organization: JSC Hramhesi II
Position: Member of Supervisory Board
Period: 2007 – present time
Organization: JSC Station Ekibastuzskaya GRES-2
Position: Member of Board of Directors
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this
person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
0.002%
0.002%
None
None
104
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person
(for the issuer’s affiliated and dependent
companies that are joint-stock companies)
Number of the shares of the issuer’s affiliated
and dependent companies of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer’s affiliated and dependent
companies to this person
Nature of any kinship with the other persons
that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity
Information about the bringing of this person
to administrative liability for law
infringements in the domain of finances, taxes
and dues, securities market, or to penal
liability (convictions) for crimes in the
economic domain or crimes against the state
power
Information about the holding by this person
of offices in the governing bodies of
commercial organizations during the period
when such organizations were subjects of
cases of bankruptcy and/ or when bankruptcy
procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian
Federation
Last name, surname, patronymic
Birth year
Education
None
None
This person has no kinship relations with the other persons
that are members of the issuer’s governing bodies and/or
of bodies controlling the issuer’s financial and economic
activity.
This person has not been brought to administrative
liability for law infringements in the domain of finances,
taxes and dues, securities market, or to penal liability
(convictions) for crimes in the economic domain or crimes
against the state power.
This person has not held any offices in the governing
bodies of commercial organizations during the period
when such organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures were
initiated against such organizations as provided by the
legislation on insolvency (bankruptcy) of the Russian
Federation
Yuri Vladimirovich Sharov
1959
Higher education
Moscow Power Ingeneering Institute
All positions held by this person in the issuer’s
organization and in other organizations for the
last 5 years and presently, in chronological
order, including part-time offices:
Period: 2008 – present time
Organization: JSC INTER RAO UES
Position: Member of Management Board, Director of
Geographic Division of Central Asia-Far East
Period: 2008 – present time
Organization: JSC Eastern Power Company
Position: General Director
Period: 2006 – 2008
Organization: JSC RAO UES of Russia
Position: Deputy Managing Director – Head of Project
Group for Development of Feasibility Study for the
Increase of Electric Power Exports to China (PGEEK)
Period: 2004 – 2006
Organization: JSC RAO UES of Russia
Position: Deputy Managing Director – Head of Project
Group for Foreign Economic Activity of the Grids
Business Unit
105
Period: 1999-2004
Organization: JSC RAO UES of Russia
Position: Director of Export Department
Positions held in the governing bodies of the
organizations listed below for the last 5 years:
Member of Board of Directors of JSC Eastern Power
Company
Member of Board of Directors of JSC Volzhskaya TGK
Member of Board of Directors of ZAO INTER RAO UES
Member of Board of Directors of ZAO Armenia Electric
Grids
Member of Management Board of TGR Enerji Elektrik
Toptan Ticaret A.S. (Turkey)
Member of Management Board of RAO Nordic Oy
(Finland)
JSC Telasi (Georgia)
Member of Supervisory Board of ZAO INTER RAO UES
Ukraine
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this
person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person
(for the issuer’s affiliated and dependent
companies that are joint-stock companies)
Number of the shares of the issuer’s affiliated
and dependent companies of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer’s affiliated and dependent
companies to this person
Nature of any kinship with the other persons
that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity
Information about the bringing of this person
to administrative liability for law
infringements in the domain of finances, taxes
and dues, securities market, or to penal
liability (convictions) for crimes in the
economic domain or crimes against the state
power
Information about the holding by this person
of offices in the governing bodies of
commercial organizations during the period
when such organizations were subjects of
cases of bankruptcy and/ or when bankruptcy
procedures were initiated against such
None
None
None
None
None
None
This person has no kinship relations with the other persons
that are members of the issuer’s governing bodies and/or
of bodies controlling the issuer’s financial and economic
activity.
This person has not been brought to administrative
liability for law infringements in the domain of finances,
taxes and dues, securities market, or to penal liability
(convictions) for crimes in the economic domain or crimes
against the state power.
This person has not held any offices in the governing
bodies of commercial organizations during the period
when such organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures were
initiated against such organizations as provided by the
legislation on insolvency (bankruptcy) of the Russian
106
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian
Federation
Last name, surname, patronymic
Birth year
Education
All positions held by this person in the issuer’s
organization and in other organizations for the
last 5 years and presently, in chronological
order, including part-time offices:
Federation
Sergey Yurievich Rumyantsev
1956
Higher
S. Ordzhonikidze Moscow Institute of Management of
Order of the Red Banner of Labor
Period: 2008 - present time
Organization: JSC INTER RAO UES
Position: Member of Management Board, Deputy
Director of Strategy and Investments Unit – Director for
Investment Programs
Period: 2005 – 2008
Organization: JSC for energy and electrification
Mosenergo
Position: Deputy General Director for Economy, Deputy
General Director for Sales
Period: 2002 -2005
Organization: NP Administrator of Trading System of
Wholesale Electric Power Market of UES
Position: Deputy Chairman of Management Board for
Settlements and Finances
Since March 2008 - member of Board of Directors of
JSC VEK
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this
person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person
(for the issuer’s affiliated and dependent
companies that are joint-stock companies)
Number of the shares of the issuer’s affiliated
and dependent companies of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer’s affiliated and dependent
companies to this person
Nature of any kinship with the other persons
that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity
None
None
None
None
None
None
This person has no kinship relations with the other persons
that are members of the issuer’s governing bodies and/or
of bodies controlling the issuer’s financial and economic
activity.
107
Information about the bringing of this person
to administrative liability for law
infringements in the domain of finances, taxes
and dues, securities market, or to penal
liability (convictions) for crimes in the
economic domain or crimes against the state
power
Information about the holding by this person
of offices in the governing bodies of
commercial organizations during the period
when such organizations were subjects of
cases of bankruptcy and/ or when bankruptcy
procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian
Federation
This person has not been brought to administrative
liability for law infringements in the domain of finances,
taxes and dues, securities market, or to penal liability
(convictions) for crimes in the economic domain or crimes
against the state power.
This person has not held any offices in the governing
bodies of commercial organizations during the period
when such organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures were
initiated against such organizations as provided by the
legislation on insolvency (bankruptcy) of the Russian
Federation
Last name, surname, patronymic
Birth year
Education
1981
All positions held by this person in the issuer’s
organization and in other organizations for the
last 5 years and presently, in chronological
order, including part-time offices:
Period: 2008 - present time
Organization: JSC INTER RAO UES
Position: Member of Management Board, Director for
Investments, Director of Strategy and Investments Unit
George Ilyich Rizhinashvili
Higher education
Lomonosov Moscow State University
Period: 2003 – 2008
Organization: ZAO INTER RAO UES
Position: Director of Department,
Director for Investments of Department for Strategy and
Investments, Senior Manager, Leading Specialist
Period: 2006 – present time
Organization: Lomonosov Moscow State University
Position: professor at chair of finances and credit
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this
person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person
(for the issuer’s affiliated and dependent
companies that are joint-stock companies)
Number of the shares of the issuer’s affiliated
and dependent companies of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted
by the issuer’s affiliated and dependent
None
None
None
None
None
None
108
companies to this person
Nature of any kinship with the other persons
that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity
Information about the bringing of this person
to administrative liability for law
infringements in the domain of finances, taxes
and dues, securities market, or to penal
liability (convictions) for crimes in the
economic domain or crimes against the state
power
Information about the holding by this person
of offices in the governing bodies of
commercial organizations during the period
when such organizations were subjects of
cases of bankruptcy and/ or when bankruptcy
procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian
Federation
This person has no kinship relations with the other persons
that are members of the issuer’s governing bodies and/or
of bodies controlling the issuer’s financial and economic
activity.
This person has not been brought to administrative
liability for law infringements in the domain of finances,
taxes and dues, securities market, or to penal liability
(convictions) for crimes in the economic domain or crimes
against the state power.
This person has not held any offices in the governing
bodies of commercial organizations during the period
when such organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures were
initiated against such organizations as provided by the
legislation on insolvency (bankruptcy) of the Russian
Federation
5.3. Information about the amount of remuneration, benefits, and/or expenses compensation of
each of the issuer’s governing bodies
Information about all types of remuneration paid to the members of the issuer’s Board of Directors for the
last full financial year (2007):
The payment of remunerations to the members of the Board of Directors of the Company was made
in compliance with the Provision on Payment of Remuneration and Compensations to the Members of
Board of Directors of the Company as approved by the decision of the Management Board of JSC RAO
UES of Russia of June 02, 2006, minutes No.1469pr/5.
According to clause 4.1 of the said Provision, for the participation at the meeting of the Board of
Directors held in absentia (by way of filling-in of questionnaires) a member of the Board of Directors of
the Company is paid a remuneration in amount of the sum equivalent to 3 minimum monthly tariff rates of
first-grade worker as established by the sector tariff agreement of the electric power complex of the
Russian Federation (hereinafter referred to as the Agreement) as of the day of holding of the meeting of
the Board of Directors of the Company, with account of the indexation as established in the Agreement.
For the participation at the meeting of the Board of Directors held in the form of common presence a
member of the Board of Directors of the Company is paid a remuneration in amount of the sum equivalent
to 5 minimum monthly tariff rates of first-grade worker as established by the sector tariff agreement of the
electric power complex of the Russian Federation (hereinafter referred to as the Agreement) as of the day
of holding of the meeting of the Board of Directors of the Company, with account of the indexation as
established in the Agreement.
The amount of remuneration payable in compliance with clause 4.1 of the Provision to the Chairman
(the Deputy Chairman) shall be increased by 50% for each meeting where he or she executed the functions
of Chairman of Board of Directors.
No.
1.
Names of the members of the Board of
Directors of the Company (as of the
end of 2007)
Voronin V.P.
2.
3.
Tolstoguzov S.N.
Korobov V.I.
Remuneration received by the member of
the BD in 2007, rubles
134,375
109,820
109,820
109
4.
5.
Pozdeeva N.I.
Zaytsev A.V.
89,831
102,231
No extra remuneration as provided by the approved Provision was paid to the members of the Board
of Directors in 2007.
Information about the existing agreements on the payment of such remuneration to the members of the
issuer’s Board of Directors in the current financial year:
The payment of remuneration and compensations to the members of the Board of Directors of the
Company for the participation at the meetings of the Board in 2007 and 2008 shall be made in compliance
with the Provision on Payment of Remuneration and Compensations to the Members of the Board of
Directors of JSC INTER RAO UES. No additional agreements on such payments were concluded by the
issuer.
5.4. Information about the structure and competence of the bodies controlling the issuer’s
financial and economic activity
The structure of the bodies controlling the issuer’s financial and economic activity and the competence
thereof are provided by article 23 of the Articles of Association of the Issuer:
23.1. In order to control the financial and economic activity of the Company the General Meeting of
Shareholders shall elect the Inspection Commission of the Company in number of 5 (five) members for a
term up to the next annual General Meeting of Shareholders.
If the Inspection Commission of the Company is elected at an extraordinary General Meeting of
Shareholder, it shall be deemed elected for the period up to the date of holding of the next annual General
Meeting of Shareholders of the Company.
23.2. Upon the decision of the General Meeting of Shareholders of the Company the powers of the
Inspection Commission of the Company may be terminated early.
23.3. The competence of the Inspection Commission of the Company includes:
1) the confirmation of the accuracy of data contained in the annual report, the balance sheet, the
profit and loss account of the Company;
2) the analysis of the financial situation of the Company, the identification of reserves for the
improvement of the financial situation of the Company, and the development of recommendations to the
governing bodies of the Company;
3) the organization and execution of inspection (revision) of the financial and economic activity of
the Company, in particular:
4) the inspection (revision) of the financial, accounting, payment, and other documentation of the
Company related to the undertaking of financial and economic activity by the Company, for the
verification of compliance of such documentation with the legislation of the Russian Federation, the
Articles of Association, the internal and other documents of the Company;
5) the control over the safety and use of the fixed assets;
6) the control over the observance of the established procedure of writing-off of the debts of
insolvent debtors as losses of the Company;
7) the control over the spending of the Company’s monetary funds in accordance with the approved
business plan and budget of the Company;
8) the control over the forming and use of the reserve fund and of other special funds of the
Company;
9) the revision of accuracy and timeliness of accrual and payment of dividends on the shares of the
Company, of interest on bonds, of revenues on other securities;
10) the verification of execution of formerly issued instructions for the elimination of infringements
and deficiencies detected during previous inspections (revisions);
11) other actions (measures) related to the revision of the financial and economic activity of the
Company.
110
23.4. All decisions on the matters pertaining to the competence of the Inspection Commission shall
be made by a majority of votes out of the total number of members of the Commission.
23.5. The Inspection Commission of the Company is entitled, and – in case of detection of serious
infringements in the financial and economic activity of the Company – is obliged to request the call of an
extraordinary General Meeting of Shareholders of the Company.
23.6. The procedure of activity of the Inspection Commission of the Company shall be determined
by an internal document of the Company to be approved by the General Meeting of Shareholders of the
Company.
The Inspection Commission of the Company is entitled, in compliance with the decision to
undertake the inspection (revision), to appoint, for purposes of the inspection (revision), specialists in the
respective domains of law, economics, finance, accounting, management, economic security, and other
domains, including specialist organizations.
23.7. An inspection (revision) of the financial and economic activity of the Company may be carried
out at any time on the initiative of the Inspection Commission of the Company, upon the decision of the
General Meeting of Shareholders, of the Board of Directors of the Company, or on the request of a
shareholder (shareholders) of the Company holding in total no less than 10 per cent of the voting shares of
the Company.
23.8. For purposes of revision and confirmation of the annual financial reports of the Company the
General Meeting of Shareholders approves the Auditor of the Company on an annual basis.
23.9. The amount of remuneration for the Auditor’s services shall be determined by the Board of
Directors of the Company.
23.10. The Auditor of the Company shall undertake the inspection of the financial and economic
activity of the Company in compliance with the requirements of legislation of the Russian Federation and
on the basis of the agreement concluded with the Auditor.
23.11. On the basis of the result of the inspection of the Company’s financial and economic activity
the Inspection Commission of the Company and the Auditor of the Company shall draw a conclusion that
must contain:
- confirmation of the accuracy of the data contained in the reports and other financial
documents of the Company;
- information about the facts of infringement by the Company of the procedure of accounts
keeping and financial reporting as established by the legal acts of the Russian Federation, as well
as of the legal acts of the Russian Federation, in the undertaking by the Company of financial and
economic activity.
The procedure and the terms of drawing of the conclusion on the basis of the results of inspection of the
Company’s financial and economic activity shall be determined by the legal acts of the Russian Federation
and by the internal documents of the Company.
Information about the presence of the issuer’s internal audit service
The Internal Audit Department (hereinafter referred to as the Department) is a structural
subdivision of JSC INTER RAO UES (hereinafter referred to as the Company).
The Department undertakes its activity in compliance with the legislation of the Russian
Federation, the internal documents of the Company, the decrees and instructions of the Chairman of
Management Board of the Company (hereinafter referred to as the Chairman of Management
Board), the Provision on the Department (hereinafter referred to as the Provision), the Regulations
of Internal Audit of JSC INTER RAO UES and of its affiliated and dependent companies, as well as
by the Professional Ethics Code of Internal Auditors and by the International Professional Standards
of Internal Audit.
The Department is headed by the Director of Department assigned to position and dismissed
from position by the Chairman of Management Board.
In order to ensure an independent and fair internal audit, the Director of Department is
accountable to the Chairman of Management Board.
111
The Provision, the structure, the staff list, and the budget of the Department are approved by the
Chairman of Management Board on the basis of the project produced by the Director of Department.
The Chairman of the Management Board also approves the annual activity plan for the Department,
the terms and conditions of the labor agreements (contracts) with the Director of Department and his
employees, including their salaries and bonuses, as well as the decisions on incentives (sanctions)
for the Director of Department.
The employees of the Department are assigned to positions and dismissed from positions by the
General Director on the basis of the information produced by the Director of Department.
In case of absence of the Director of Department, the director of one of the Directorates within
the Department structure shall act as deputy Director of Department on the basis of the order of the
Chairman of Management Board.
The involvement of third parties in the processes of determination of audit subjects and of
audit volume, of works execution and of provision of the results report is not allowed.
DEPARTMENT STRUCTURE
The structure of the Internal Audit Department shall include:
the Directorate of Financial Control and Audit;
the Directorate of Audit of Economy and Management.
The distribution of areas of liability, of tasks and functions assigned to the subdivisions are set
out in the Provision on the Directorate of Financial Control and Audit and in the Provision on the
Directorate of Audit of Economy and Management.
The Director of Department shall:

Approve the standards and methods (methodic recommendations), the regulations, as well
as the other internal documents governing the internal audit of the Group.

Arrange for and coordinate the work of the Committees for Audit, of the internal audit
services, and of the inspection commissions of the Group, as well as appoint external
consultants.

Determine the subjects and volumes of audit, and make decisions on the frequency and
order of inspections.

Approve plans and programs of internal audit.

Produce the Department inspections schedule for approval to the Chairman of
Management Board of the Company.

Inform the Chairman of the Management board and the executives about any proposals to
improve the existing systems, processes, policies, procedures, methods of activity, as well
as about comments on any matters pertaining to the activity of the Group.
The Directorate of Financial Control and Audit shall undertake:

The testing of the systems of management, bookkeeping (financial), and tax accounting in
order to determine the efficiency of organization, completeness, and accuracy thereof, as
well as the compliance with the legislation of the country of location and with the internal
documents.

The revision of the completeness and accuracy of the financial and management reports
of the Group.

The financial control over the Group’s activity.

Consulting for the management in the domain of organization of the bookkeeping and
management accounting.
112
The Directorate of Audit of Economy and Management shall undertake:

The assessment of efficiency of the activity of the DZOs and of JSC INTER RAO UES.

The assessment of efficiency of the management systems and processes, as well as of the
executives’ activity.

The verification of observance by the employees of the Group companies of the corporate
standards, as well as of the legislation of the Russian Federation (of the country where the
DZO/VZO (grandchild dependent company) is located).

Support to the management in the improvement of the management systems and
processes.
Functions of the Department:
The organization of coordination and the functional management of the Committees for Audit by
the Boards of Directors of the Company’s DZOs. Organization and functional management of the
inspection commissions of the Company – in the DZOs of the Company where no Committees for
Audit were created.
Execution of inspections and provision of independent and objective guarantees, including the
organization of internal audit checks, revisions, special inspections, and detailed investigations.
Provision of consultations and recommendations, including recommendations on the elimination
of defects and infringements, the improvement of inefficient or insufficiently efficient systems and
processes, the improvement of the efficiency of the internal control system, explanations and
elucidations on specific matters in the course of works for the provision of guarantees and of the
inspections, or execution of separate consulting projects.
The organization of special investigations, the coordination of separate operations and
decisions upon the decision of the Chairman of Management Board.
In the framework of execution of the internal audit function the Department cooperates with
the governing bodies, the officers, and the structural subdivisions of the Group, as well as with the
external auditors, independent experts and consultants.
In the framework of execution of the functions of provision of independent and objective
guarantees and consultations the Department cooperates:

with external auditors, independent experts and consultants when necessary;

with the counteragents of the Company and with its DZOs when necessary.
In the course of fulfillment of special works the circle of external counteragents which the
Department cooperates with, shall be determined by the Chairman of Management Board.
Efficiency of the internal audit system
The following functions are executed by means of the Group’s internal audit system:

complex inspections of the activity of the Group companies, including, among others:

The testing of the systems of management, bookkeeping (financial), and tax accounting in
order to determine the efficiency of organization, completeness, and accuracy thereof, as
well as the compliance with the legislation of the country of location and with the internal
documents of the Group.

The revision of the completeness and accuracy of the financial and management reports
of the Group, as well as of other information and data produced by the management of the
Group companies.

The assessment of efficiency of the Group’s activity.
113

The assessment of efficiency of the management systems and processes, as well as of the
activity of the Group’s executives.

The verification of observance by the employees of the Group companies of the corporate
standards, as well as of the legislation of the Group’s country of location.

The identification and analysis of the risks related to the activity of the Group.

The development of recommendations aiming to support the Group’s management in the
improvement of the activity, as well as of the systems and processes.

The control over the fulfillment of recommendations.

The fulfillment of special tasks assigned by the Chairman of Management Board of JSC
INTER RAO UES.

The consulting support to the Boards of Directors and the management of the Group
companies.

The participation at projects related to the fulfillment of recommendations.
Information on the presence of the issuer’s internal documents establishing the rules of
prevention of use of proprietary (insider) information: On April 23, 2008 the Board of Directors of JSC
INTER RAO UES approved the Provision on Insider Information of JSC INTER RAO UES (minutes
No.1 of the meeting of the Board of Directors of JSC INTER RAO UES of April 23, 2008). The full text
of the current version of the said Provision is published in the Internet on: www.tes-sochi.ru,
www.interrao.ru.
5.5. Information about the persons that are members of the bodies controlling the issuer’s
financial and economic activity
The information about the members of the issuer’s inspection commission is indicated on the basis of the
data provided by the said persons:
Last name, surname, patronymic
Birth year
Education
All positions held by this person in the issuer’s
organization and in other organizations for the last
5 years and presently, in chronological order,
including part-time offices:
Irina Vassilievna Mikhno
1957
Higher professional education
2007- present time
Member of the Inspection Commission of JSC
INTER RAO UES (June 08, 2007), JSC
Volzhskaya TGK (TGK-7) (November 16, 2007),
JSC Real Property of IC of Ural Energy Sector
(October 13, 2007), JSC Real Property of NTC
(Science and Technology Center) of the Siberian
Energy Sector (October 13, 2007), JSC MRSK of
Northern Caucasus (June 29, 2007), JSC Moscow
Electric Grid Managing Company (June 29, 2007),
JSC TGK-9 (June 28, 2007), JSC MRSK of Center
and
Privolzhye
(June 22,
2007), JSC
Kaliningradskaya TETs-2 (June 22, 2007), JSC
Sibtekhenergo (June 20, 2007), TGK-1 (June 19,
2007), JSC Cheboksarskaya GES (June 14, 2007),
JSC Bureyskaya GES (June 14, 2007), JSC
Sibenergosetproekt (June 13, 2007), JSC
Bureyagesstroy (June 08, 2007), JSC TGK-11 (June
01, 2007), JSC SO-CDU UES (May 25, 2007), JSC
NP-ATS (June 25, 2004).
114
2004- 2008
Deputy Director of Internal Audit Department of
the Corporate Center of JSC RAO UES of Russia
Leading Expert of the Internal Audit Department of
JSC RAO UES of Russia
2003- 2004
Counselor of the Inspection Commissions
Operation of the Professional Directors Institute
Foundation
2001- 2003
Counselor on the Inspection Commissions
Operations of the Sibirenergo Representation of
JSC RAO UES of Russia
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted by
the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person (for
the issuer’s affiliated and dependent companies
that are joint-stock companies)
Number of the shares of the issuer’s affiliated and
dependent companies of each category (type) that
may be acquired by this person as a result of
exercise of the stock options granted by the
issuer’s affiliated and dependent companies to this
person
Nature of any kinship with the other persons that
are members of the issuer’s governing bodies
and/or of bodies controlling the issuer’s financial
and economic activity
Information about the bringing of this person to
administrative liability for law infringements in
the domain of finances, taxes and dues, securities
market, or to penal liability (convictions) for
crimes in the economic domain or crimes against
the state power
Information about the holding by this person of
offices in the governing bodies of commercial
organizations during the period when such
organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures
were initiated against such organizations as
provided by the legislation on insolvency
(bankruptcy) of the Russian Federation
Last name, surname, patronymic
Birth year
None
None
None
None
None
None
This person has no kinship relations with the other
persons that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity.
This person has not been brought to administrative
liability for law infringements in the domain of
finances, taxes and dues, securities market, or to
penal liability (convictions) for crimes in the
economic domain or crimes against the state power.
This person has not held any offices in the
governing bodies of commercial organizations
during the period when such organizations were
subjects of cases of bankruptcy and/ or when
bankruptcy procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian Federation
Anatoly Valerievich Baitov
1977
115
Education
Higher professional education
All positions held by this person in the issuer’s
organization and in other organizations for the last
5 years and presently, in chronological order,
including part-time offices:
2008 – present time
Member of the Inspection Commission of JSC
INTER RAO UES (June 25, 2008)
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted by
the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person (for
the issuer’s affiliated and dependent companies
that are joint-stock companies)
Number of the shares of the issuer’s affiliated and
dependent companies of each category (type) that
may be acquired by this person as a result of
exercise of the stock options granted by the
issuer’s affiliated and dependent companies to this
person
Nature of any kinship with the other persons that
are members of the issuer’s governing bodies
and/or of bodies controlling the issuer’s financial
and economic activity
Information about the bringing of this person to
administrative liability for law infringements in
the domain of finances, taxes and dues, securities
market, or to penal liability (convictions) for
crimes in the economic domain or crimes against
the state power
Information about the holding by this person of
offices in the governing bodies of commercial
organizations during the period when such
organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures
were initiated against such organizations as
provided by the legislation on insolvency
(bankruptcy) of the Russian Federation
Director of Directorate of Financial Control
and Internal Audit of JSC FSK UES
None
None
None
None
None
None
This person has no kinship relations with the other
persons that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity.
This person has not been brought to administrative
liability for law infringements in the domain of
finances, taxes and dues, securities market, or to
penal liability (convictions) for crimes in the
economic domain or crimes against the state power.
This person has not held any offices in the
governing bodies of commercial organizations
during the period when such organizations were
subjects of cases of bankruptcy and/ or when
bankruptcy procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian Federation
Last name, surname, patronymic
Tatiana Mikhailovna Gorchakova
Birth year
1952
Education
Higher professional education
All positions held by this person in the issuer’s
organization and in other organizations for the last
5 years and presently, in chronological order,
including part-time offices:
FGUP Concern Rosenergoatom:
2003-2005 - chief specialist of the Inspection
Section the Financial Control Department;
2006 – Deputy Director of the Inspection Section of
116
Internal Control Department;
2007 – present time – Director of Inspection and
Audit Organization Section of Internal Control
Department (JSC Concern Energoatom since
September 18, 2008)
Member of Inspection Commission: JSC INTER
RAO UES (June 25, 2008)
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted by
the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person (for
the issuer’s affiliated and dependent companies
that are joint-stock companies)
Number of the shares of the issuer’s affiliated and
dependent companies of each category (type) that
may be acquired by this person as a result of
exercise of the stock options granted by the
issuer’s affiliated and dependent companies to this
person
Nature of any kinship with the other persons that
are members of the issuer’s governing bodies
and/or of bodies controlling the issuer’s financial
and economic activity
Information about the bringing of this person to
administrative liability for law infringements in
the domain of finances, taxes and dues, securities
market, or to penal liability (convictions) for
crimes in the economic domain or crimes against
the state power
None
None
None
None
None
None
This person has no kinship relations with the other
persons that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity.
This person has not been brought to administrative
liability for law infringements in the domain of
finances, taxes and dues, securities market, or to
penal liability (convictions) for crimes in the
economic domain or crimes against the state power.
Information about the holding by this person of
offices in the governing bodies of commercial
organizations during the period when such
organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures
were initiated against such organizations as
provided by the legislation on insolvency
(bankruptcy) of the Russian Federation
This person has not held any offices in the
governing bodies of commercial organizations
during the period when such organizations were
subjects of cases of bankruptcy and/ or when
bankruptcy procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian Federation
Last name, surname, patronymic
Birth year
Education
All positions held by this person in the issuer’s
organization and in other organizations for the last
Marina Alexeevna Lelekova
1961
Higher professional education
2008 – present time
Member of Inspection Commission: JSC INTER
117
5 years and presently, in chronological order,
including part-time offices:
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted by
the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person (for
the issuer’s affiliated and dependent companies
that are joint-stock companies)
Number of the shares of the issuer’s affiliated and
dependent companies of each category (type) that
may be acquired by this person as a result of
exercise of the stock options granted by the
issuer’s affiliated and dependent companies to this
person
Nature of any kinship with the other persons that
are members of the issuer’s governing bodies
and/or of bodies controlling the issuer’s financial
and economic activity
Information about the bringing of this person to
administrative liability for law infringements in
the domain of finances, taxes and dues, securities
market, or to penal liability (convictions) for
crimes in the economic domain or crimes against
the state power
Information about the holding by this person of
offices in the governing bodies of commercial
organizations during the period when such
organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures
were initiated against such organizations as
provided by the legislation on insolvency
(bankruptcy) of the Russian Federation
Last name, surname, patronymic
Birth year
Education
All positions held by this person in the issuer’s
organization and in other organizations for the last
RAO UES (June 25, 2008)
Deputy Director of Financial Control and
Internal Audit Directorate of JSC FSK
2003 – 2004 – Counselor on the Operations of
Inspection Commissions of the Professional
Directors Institute Foundation, Moscow;
2004 – present time - chief specialist, leading
expert, Deputy Director of Financial Control
and Internal Audit Directorate of JSC FSK
None
None
None
None
None
None
This person has no kinship relations with the other
persons that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity.
This person has not been brought to administrative
liability for law infringements in the domain of
finances, taxes and dues, securities market, or to
penal liability (convictions) for crimes in the
economic domain or crimes against the state power.
This person has not held any offices in the
governing bodies of commercial organizations
during the period when such organizations were
subjects of cases of bankruptcy and/ or when
bankruptcy procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian Federation
Elena Gennadievna Ryzhkova
1978
Higher professional education
2002- present time – assistant, assistant, senior
lecturer of chair of Economics and Management,
118
5 years and presently, in chronological order,
including part-time offices:
Shares of participation of this person in the
authorized capital of the issuer being a
commercial organization
The issuer’s ordinary shares owned by this person
Number of the issuer’s shares of each category
(type) that may be acquired by this person as a
result of exercise of the stock options granted by
the issuer to this person
Participation shares of this person in the
authorized (share) capital (unit fund) of the
issuer’s affiliated and dependent companies
Ordinary shares of the issuer’s affiliated and
dependent companies owned by this person (for
the issuer’s affiliated and dependent companies
that are joint-stock companies)
Number of the shares of the issuer’s affiliated and
dependent companies of each category (type) that
may be acquired by this person as a result of
exercise of the stock options granted by the
issuer’s affiliated and dependent companies to this
person
Nature of any kinship with the other persons that
are members of the issuer’s governing bodies
and/or of bodies controlling the issuer’s financial
and economic activity
Information about the bringing of this person to
administrative liability for law infringements in
the domain of finances, taxes and dues, securities
market, or to penal liability (convictions) for
crimes in the economic domain or crimes against
the state power
Information about the holding by this person of
offices in the governing bodies of commercial
organizations during the period when such
organizations were subjects of cases of
bankruptcy and/ or when bankruptcy procedures
were initiated against such organizations as
provided by the legislation on insolvency
(bankruptcy) of the Russian Federation
Bryansk State Technical University, Bryansk
2003-2004 - Director of Strategic Analysis Sector
of Corporate Policy Department of JSC
Bryanskenergo
2004-2006 –Deputy Executive Director for
Economy and Finances of JSC Bryansk Sales
Company, Bryansk
2006 – 2008 Chief Expert of Financial Control and
Audit Directorate of Internal Audit Department of
JSC INTER RAO UES
2008 – present time
Member of Inspection Commission: JSC INTER
RAO UES (June 25, 2008)
None
None
None
None
None
None
This person has no kinship relations with the other
persons that are members of the issuer’s governing
bodies and/or of bodies controlling the issuer’s
financial and economic activity.
This person has not been brought to administrative
liability for law infringements in the domain of
finances, taxes and dues, securities market, or to
penal liability (convictions) for crimes in the
economic domain or crimes against the state power.
This person has not held any offices in the
governing bodies of commercial organizations
during the period when such organizations were
subjects of cases of bankruptcy and/ or when
bankruptcy procedures were initiated against such
organizations as provided by the legislation on
insolvency (bankruptcy) of the Russian Federation
5.6. Information about the amount of remuneration, benefits, and/or expenses compensation of
the body controlling the issuer’s financial and economic activity
119
The Provision on Payment of Remuneration and Compensations to the Members of the Inspection
Commission of JSC Sochinskaya TPS as applicable in 2007 and approved by the General Meeting of
Shareholders of JSC Sochinskaya TPS (the Management Board of JSC RAO UES of Russia) on February
06, 2004 (Minutes No.954пр of February 06, 2004), provides for the following amounts and procedure of
payment of remuneration and compensations to the members of the Inspection Commission:
The member of the Inspection Commission of the Company receives compensation of the expenses
related to the participation at the meeting of the Inspection Commission of the Company and to the
inspection on the basis of the norms of business trip expenses compensation as applicable at the time of
the meeting or of the inspection.
For the participation at the inspection (revision) of the financial and economic activity of the
Company a member of the Inspection Commission of the Company is paid a one-time remuneration in
amount of the sum equivalent to 3 minimum monthly tariff rates of first-grade worker as established by
the sector tariff agreement of the electric power complex of the Russian Federation (hereinafter referred to
as the Agreement) as of the day of holding of the meeting of the Board of Directors of the Company, with
account of the indexation as established in the Agreement.
For each inspection (revision) of the financial and economic activity of the Company the members
of the Inspection Commission of the Company may be paid an extra remuneration in amount of the sum
not exceeding twenty minimum monthly tariff rates of first-grade worker as established by the Agreement,
with account of the indexation as established in the Agreement.
The amount of remuneration payable in compliance with clause 4.1 of the Provision to the Chairman
(the Deputy Chairman) shall be increased by 50% for each meeting where he or she executed the functions
of Chairman of Board of Directors.
The procedure and terms of payment of the extra remuneration shall be determined by the Board of
Directors of the Company.
The amount of remuneration payable to the Chairman of the Inspection Commission shall be
increased by 50%.
The payments of remuneration and compensations to the specialists (experts) appointed by the
Inspection Commission and not being members of the Inspection Commission of the Company shall be
made by the Company on the basis of the agreements concluded by them with the Company. The terms
and conditions of such agreement shall be approved by the Board of Directors of the Company.
The payments of remuneration and compensations to the employees of the federal public authorities,
of the public authorities of the federal subjects of the Russian Federation, and to the officers of the local
authorities appointed by the Inspection Commission shall be made in compliance with the current
legislation of the Russian Federation, and with the legislative acts of the federal subjects of the Russian
Federation and of the local authorities.
Information about the amount of remuneration paid to the members of the issuer’s Inspection
Commission for the last full financial year: In 2007 the payments to the members of the Inspection
Commission were made on the basis of the Provision on Payment of Remuneration and Compensations to
the Members of the Inspection Commission of the Company, as approved by the decision of the
Management Board of JSC RAO UES of Russia of February 06, 2004, minutes No.954.
In compliance with clause 3.1 of the said Provision, for the participation at the inspection (revision)
of the financial and economic activity a member of the Inspection Commission of the Company is paid a
one-time remuneration in amount of the sum equivalent to 3 minimum monthly tariff rates of first-grade
worker, with account of the indexation as established in the sector tariff agreement.
In compliance with clause 3.4 of the Provision, the amount of remuneration payable to the Chairman
of the Inspection Commission pursuant to clause 3.1 of the Provision, shall be increased by 50%.
No. Last name, initials
1.
Mikhno I.V.
Amount of remuneration paid (rubles)
in 2007
23,823
120
2.
3.
4.
Khramova T.G.
Kashtanov A.I.
Shpiro O.G.
0
0
0
1.
2.
3.
4.
In 2007, for purposes of carrying out an unscheduled revision in connection with the
change of the general director of the Company (based on clause 4 of the Provision on
Payment of Remuneration and Compensation to the Members of the Inspection
Commission of JSC Sochinskaya TPS), specialists of JSC RAO UES of Russia not being
members of the Inspection Commission were appointed and paid the following
remuneration:
Kravtsov D.A.
15,531
Dolgopol O.S.
15,180
Batashova A.G.
15,882
Silaev Yu.K.
8,643
Information about the existing agreements on payments of all types of remuneration to the
members of the issuer’s Inspection Commission in the current financial year.
The payment of remuneration to the members of the issuer’s Inspection Commission in 2008 shall be
made in compliance with the Provision on Payment of Remuneration and Compensations to the Members
of the Inspection Commission of JSC INTER RAO UES as approved by the General Meeting of
Shareholders of JSC Sochinskaya TPS (the Management Board of JSC RAO UES of Russia) on March 28,
2008 (excerpt from the minutes No.1845pr/3 of the meeting of the Management Board of JSC RAO UES
of Russia of March 28, 2008).
No additional agreements pertaining to such payments were concluded by the issuer with the
members of the issuer’s Inspection Commission.
5.7. Data on the number of, and generalized data on, the education and structure of the
issuer’s employees (workers), as well as data on the modification of number of the issuer’s
employees (workers)
No.
1.
Index
Average
headcount,
persons
Executive staff
418
Oryol
Branch
159
Omsk
Branch
6
Representat
ion in the
Amur
Oblast
4
Sochinskaya
TPS Branch
185
Ivanovskie
PGU Branch
306
SeveroZapadnaya
TETs Branch
Kaliningradsk
aya TETs-2
Branch
309
411
Total
1,798
2.
3.
4.
Share of the
issuer’s
employees
with higher
professional
education,%
Amount of
monetary
funds
dedicated to
the labor
remuneration,
rubles
Amount of
monetary
funds
dedicated to
the social
security
(ESN –
Unified
Social Tax),
rubles
72.8%
47.3%
66.7%
100.0%
61.0%
48.0%
56.4%
58.0%
58.90%
180,719,821
6,726,857
1,087,355
1,773,373
18,559,030
21,235,923
35,660,033
41,238,493
307,000,885.57
8,716,411
10,200
194,266
114,060
2,118,123
1,235,473
941,466
1,884,025
15,213,984
121
5.
Total amount
of money
spent for
remuneration
and social
security
(ESN), rubles
189,436,232
6,737,057
1,706,410
1,942,795
20,677,153
22,471,396
36,601,499
43,122,518
322,695,060
The modification of the issuer’s employees (workers) number in the reporting period is significant for the issuer.
The factor that, in the issuer’s opinion, has caused such modifications: the reorganization of the Company on July 01, 2008.
Consequences of such modifications for the issuer’s financial and economic activity: Expanded scale of activity, profit growth.
The issuer’s employees (workers) having a significant impact on the issuer’s financial and economic
activity (key employees): the members of the Management Board of the Company. Detailed information
about the members of the Management Board of JSC INTER RAO UES is set out in section 5.2 of this
report.
A trade union has been created and is undertaking activity in a number of the Company’s branches.
5.8. Data on any liabilities of the issuer before the employees (workers) pertaining to the
possibility of their participation in the issuer’s authorized (share) capital (unit fund)
The meeting of the Issuer’s Board of Directors of June 24, 2008 (minutes drafted on June 27, 2008) has
approved the Program of Material Incentives for the Management of the Company.
However, presently the Issuer has no liabilities before the employees (workers) pertaining to the possibility of
their participation in the Issuer’s authorized (share) capital (unit fund) (purchase of the Issuer’s shares), including
any agreements that would provide for the issue or provision of the Issuer’s stock options to the employees
(workers).
VI. Information about the Issuer’s Participants (Shareholders) and about the
Interested-Party Transactions that Were Concluded by the Issuer
6.1. Information about the total number of the issuer’s shareholders (participants)
Total number of persons registered in the shareholders registry as of September 30, 2008: 287,422
Number of nominal holders of the issuer’s shares: 29
6.2. Information about the issuer’s participants (shareholders) owning no less than 5 per cent
of its authorized (share) capital (unit fund) or no less than 5 per cent of its ordinary shares, and
information about the participants (shareholders) of such persons owning no less than 20 per cent of
the authorized (share) capital (unit fund) or no less than 20 per cent of their ordinary shares
Persons owning no less than 5 per cent of the authorized (share) capital (unit fund) or no less than 5 per
cent of the ordinary shares of the issuer (as of September 30, 2008):
1.
Full and brief names
The Russian Federation represented by the Federal Agency for
Federal Property Management (Rosimushchestvo)
Taxpayer Identification Number
None
Location
9, Nikolskiy per., Moscow 103685
Share of this person in the authorized 42.49%
capital
Stake of ordinary shares owned by this 42.49%
person
2.
122
Full and brief names
Taxpayer Identification Number
Federal State Unitary Enterprise Russian State Concern for
Production of Electric and Thermal Energy at Nuclear Plants
(Rosenergoatom Concern),
FGUP Concern Rosenergoatom
7705043461
Location
25, ul. Ferganskaya, Moscow 109507
Share of the issuer’s participant 14.85%
(shareholder) in the issuer’s authorized
capital
Stake of the issuer’s ordinary shares owned 14.85%
by the participant (shareholder)
Information about the nominal holders on the names of which shares amounting to no less of 5 per cent of
the authorized capital or no less than 5 per cent of ordinary shares of the issuers are registered in the
issuer’s shareholders registry:
1.
Full and brief trade names
Limited Liability
Technologies
(LLC DCT).
Company
Depositary
and
Corporate
Location
Suite 204, 5 Building 1, 1 Derbenevskiy per., Moscow
115114
Contact telephone and fax numbers, e-mail
address
Number, issue date and validity period of
license of professional participant of
securities market, name of issuing authority
Tel. (495) 641-30-31, 641-30-32, 641-30-33
Fax: (495) 641-30-31, dkt@depotech.ru
License for depositary activity No.177-1115-000100 of April 03, 2008,
with unlimited validity period, issued by the FFMS of Russia
License for activity of specialist depositary No.22-000-0-00066 of
December 01, 2005., valid through December 01, 2010, issued by the
FFMS of Russia
417,729,805,465
Number of the issuer’s ordinary shares
registered in the name of the nominal
holder in the shareholders registry
2.
Full and brief trade names
Closed Joint-Stock Company Depositary Clearing Company
(ZAO DCC).
Location
31 Building B, ul. Shabolovka, Moscow 115162
Contact telephone and fax numbers, e-mail
address
Tel. (495)956-0999, (495) 411-8338
Fax:(495)232-68-04, (495) 411-8337
dcc@dcc.ru
License for depositary activity No. 177-06236-000100 of October 09,
2002, with unlimited validity period, issued by the FFMS of Russia
Number, issue date and validity period of
license of professional participant of
securities market, name of issuing authority
123
Number of the issuer’s ordinary shares
registered in the name of the nominal
holder in the shareholders registry
249,913,348,395
3.
Full and brief trade names
Non-Commercial Partnership National Depositary Center
(NP NDC).
Location
1/13 Building 4, Sredniy Kislovskiy per., Moscow
Contact telephone and fax numbers, e-mail
address
Tel. (495) 234-42-80
Fax: (495) 956-09-38
info@ndc.ru
License for depositary activity No. 177-03431-000100 of December
04, 2000, with unlimited validity period, issued by the FFMS of
Russia
Number, issue date and validity period of
license of professional participant of
securities market, name of issuing authority
Number of the issuer’s ordinary shares
registered in the name of the nominal
holder in the shareholders registry
127,925,483,431
6.3. Information about the participation share of the State or of a municipal formation in the
issuer’s authorized (share) capital (unit fund), and about the availability of special rights (“the
golden share”)
Share of the issuer’s authorized capital under state ownership (federal ownership, ownership of the
federal subjects of the Russian Federation), municipal ownership: 42.49%
Availability of a special right for the participation of the Russian Federation, of the federal subjects of the
Russian Federation, of municipal formations at the issuer’s management (“the golden share”), validity
period of the special right (“the golden share”): no special right is available
6.4. Information about restrictions to participation in the issuer’s authorized (share) capital
(unit fund)
Restrictions provided by the articles of association of the issuer being a joint-stock company in
relation to the number of shares owned by a single shareholder and/or to the aggregate par value of such
shares, and/or to the maximum number of votes granted to a single shareholder: no restrictions of such kind
are provided.
Restrictions provided by the legislation of the Russian Federation or by other statutory legal acts of
the Russian Federation in relation to the participation share of foreign residents in the issuer’s authorized
capital: no restrictions of such kind are provided.
Other restrictions related to the participation in the authorized (share) capital (unit fund) of the
issuer: the issuer’s articles of association do not provide for other restrictions related to the participation in
the issuer’s authorized (share) capital (unit fund), except of the restrictions provided by the current
legislation of the Russian Federation.
6.5. Information about modifications in the structure and share of participation of the issuer’s
shareholders (participants) owning no less than 5 per cent of its authorized (share) capital (unit
124
fund) or no less than 5 per cent of its ordinary shares
From November 01, 2002 (the date of state registration of the company) to April 30, 2008 there were
no modifications in the structure and participation shares of the issuer’s shareholders; the issuer had only
one shareholder, information about which are set out below.
Full and brief trade name of
legal entity, or last name, first
name, patronymic of individual
Brief trade name of legal
entity
Share of the said
entity or
individual in the
issuer’s
authorized
capital,%
Russian Open Joint-Stock
Company for Energy and
Electrification UES of Russia
JSC RAO UES of Russia
100%
Stake of the
issuer’s ordinary
shares owned by
the said entity or
individual,%
100%
Date of compilation of the list of persons entitled to participate at the annual general meeting of
shareholders: May 23, 2008
Full trade name: Russian Open Joint-Stock Company for Energy and Electrification UES of Russia
Brief trade name: JSC RAO UES of Russia
Share in the authorized capital: 64.55%
Stake of ordinary shares: 64.55%
Date of compilation of the list of persons entitled to participate at the annual general meeting of
shareholders: May 23, 2008
Full trade name: Closed Joint-Stock Company INTER RAO UES Baltia
Brief trade name: ZAO INTER RAO UES Baltia
Share in the authorized capital: 7.13%
Stake of ordinary shares: 7.13%
Date of compilation of the list of persons entitled to participate at the annual general meeting of
shareholders: May 23, 2008
Full trade name: Federal State Unitary Enterprise Russian State Concern for Production of Electric
and Thermal Energy at Nuclear Plants (Rosenergoatom Concern),
Brief trade name: FGUP Concern Rosenergoatom
Share in the authorized capital: 26.06%
Stake of ordinary shares: 26.06%
6.6. Information about the interested-party transactions concluded by the issuer
Information about the number and volume in monetary value of the transactions concluded by the
issuer that are deemed, in compliance with the legislation of the Russian Federation, as interested-party
transaction requiring the approval by the issuer’s authorized governing body, on the basis of the results of
the last reporting quarter:
Index
Total number and total volume in monetary value of
the interested-party transactions concluded by the issuer
in the reporting period and requiring the approval by the
issuer’s authorized governing body, number/rubles
Reporting period
1 transaction for an amount of
433,080 thousand rubles
125
Number and total volume in monetary value of the
interested-party transactions concluded by the issuer in
the reporting period and approved by the issuer’s
general meeting of participants (shareholders),
number/rubles
Number and total volume in monetary value of the
interested-party transactions concluded by the issuer in
the reporting period and approved by the issuer’s board
of directors (the issuer’s supervisory board),
number/rubles
Number and total volume in monetary value of the
interested-party transactions concluded by the issuer in
the reporting period and required approval but were not
approved by the issuer’s authorized governing body,
number/rubles
-
1 transaction for an amount of
433,080 thousand rubles
-
In the last reporting period the issuer has concluded no transactions (group of interconnected
transactions), the price of which would amount to 5 and more per cent of the book value of the issuer’s
assets as determined on the basis of its accounting reports as of the last reporting date before the
conclusion of the transaction.
In the last reporting period the issuer has concluded no transactions (group of interconnected
transactions) that were interested-party transactions and that required approval but were not approved by
the issuer’s authorized governing body (the decision on the approval of which was not made by the
issuer’s board of directors (supervisory board) or general meeting of participants (shareholders) in the
cases when such approval was mandatory in compliance with the legislation of the Russian Federation).
6.7. Information about the amount of accounts receivable
Structure of accounts receivable as of September 30, 2008:
Maturity date
Type of accounts receivable
Under one year
Accounts receivable from purchasers and customers,
thousand rubles
Over one year
4,462,364
-
69,259
-
Accounts receivable under promissory notes, thousand rubles
28,248
-
including overdue accounts receivable
Accounts receivable from the participants as contributions to
the authorized capital, thousand rubles
including overdue accounts receivable
Accounts receivables under advances granted, thousand
rubles
including overdue accounts receivable
-
-
-
-
-
-
6,176,287
-
-
-
6,943,051
445,676
-
-
17,609,950
445,676
69,259
-
including overdue accounts receivable
Other accounts receivable, thousand rubles
including overdue accounts receivable
Total, thousand rubles
including overdue accounts receivable
126
Information about debtors in the structure of the issuer’s accounts receivable accounting for no less than 10
per cent of the total amount of accounts receivable as of September 30, 2008
Full name
Open Joint-Stock Company Foreign Economic
Association Tekhnopromexport
Brief name
JSC VO Tekhnopromexport
Location
Amount of accounts receivable, thousand rubles
Amount and terms of overdue accounts receivable
15 Building 2, ul. Novyi Arbat, Moscow 119019
2,975,255
None
Debtors in the structure of the issuer’s accounts receivable accounting for no less than 10 per cent of the total
amount of accounts receivable as of September 30, 2008
Full name
Closed Joint-Stock Company INTER RAO UES
Baltia
Brief name
ZAO INTER RAO UES Baltia
Location
34, ul. Teatralnaya, Kaliningrad, 236000
Amount of accounts receivable, thousand rubles
2,944,330
Amount and terms of overdue accounts receivable
None
.
The issuer’s participation share in the authorized 100%
capital of the affiliated entity
Stake of ordinary shares of the affiliated entity owned 100%
by the issuer
The affiliated entity’s participation share in the 4.0667%
authorized capital of the issuer
Stake of ordinary shares of the issuer owned by the 4.0667%
affiliated entity
127
VII. The Issuer’s Accounting Reports and Other Financial Information
7.1. The issuer’s annual accounting reports
Structure of the issuer’s annual accounting reports attached to the quarterly report:
a) Structure of the issuer’s annual accounting reports compiled in compliance with the requirements of the
legislation of the Russian Federation and attached to the securities prospectus:
The issuer’s accounting reports for the year 2007 is presented in the Issuer’s quarterly report for the 1 st
quarter of 2008.
b) The issuer has no annual financial (accounting) reports compiled in compliance with the International
Financial Reporting Standards or with the U.S. Generally Accepted Accounting Principles.
7.2. The issuer’s quarterly accounting reports for the last full reporting quarter
a) structure of the issuer’s quarterly accounting reports for the last full reporting quarter:
The issuer’s accounting reports for the 3rd quarter of 2008 (Appendix No.1):

form No.1 “Balance Sheet” as of September 30, 2008

form No.2 “Profit and Loss Statement” for the 3rd quarter of 2008
b) The issuer has no quarterly financial (accounting) reports compiled in compliance with the International
Financial Reporting Standards or with the U.S. Generally Accepted Accounting Principles
7.3. The issuer’s consolidated accounting reports for the last full financial year
a) The issuer is not obliged to compile consolidated accounting reports compiled in compliance with
the requirements of the legislation of the Russian Federation.
b) The issuer has no consolidated financial (accounting) reports compiled in compliance with the
International Financial Reporting Standards or with the U.S. Generally Accepted Accounting Principles for
the last reporting financial year.
7.4. Information about the issuer’s accounting policy
No modifications were made to the issuer’s accounting policy during the reporting quarter.
7.5. Information about the total export amount and about the share of the export in the total
sales
The total amount of the Issuer’s revenue obtained from export of products (goods, services)
made 12,366,085 thousand rubles in the 3rd quarter of 2008; the share of the export in the issuer’s
revenues amounts to 62.00%.
7.6. Information about the value of the issuer’s real property and about significant changes
occurred in the structure of the issuer’s property after the end date of the last full financial year
The total value of the real property and the value of the amortization accrued as of the end date of
the last full reporting period (September 30, 2008):
Initial value, thousand
rubles
Amortization, thousand
rubles
128
REAL PROPERTY
14 ,383,966
987,801
During the 12 months preceding the date of preparation of this report material changes in the
structure of the real property of JSC INTER RAO UES have occurred on May 01, 2008, as a result of
merger of JSC Severo-Zapadnaya TETs, JSC Ivanovskie PGU, and ZAO INTER RAO UES with JSC
INTER RAO UES, and on July 01, 2008, as a result of merger of JSC Kaliningradskaya TETs-2 and JSC
INTER RAO UES Holding with JSC INTER RAO UES.
There were no retirements for any reasons of other property of the Issuer with the book value
exceeding 5 per cent of the book value of the Issuer’s assets.
No other material changes for the Issuer in the structure of the Issuer’s property have occurred after
the end date of the last full financial year in the reporting period.
7.7. Information about the issuer’s participation at court proceedings in case if such
participation may have a significant impact on the issuer’s financial and economic activity
The significant court cases for JSC INTER RAO UES that may have an impact on the results of the
financial and economic activity are as follows:
Cases of the parent organization of INTER RAO UES (Moscow)
- JSC INTER RAO UES has filed a statement of claim to collect debt in amount of 74819,514.00 rubles
from ZAO TGK Urussinskaya GRES. The next session shall take place in the 4th quarter of 2008.
- JSC INTER RAO UES has filed a petition to the MRI (Inter-District Inspectorate) of the FNS (Federal
Tax Services) for KN No.4 on the appeal of the decision No. 02-47/122 of November 01, 2007, in amount
of 35,418,852.17 rubles. JSC INTER RAO UES has resigned the claim to the extent of 1,274,462.00
rubles. By decision of the Arbitration Court of July 09, 2008 the applicant’s claims were satisfied to the
extent of 14,363,475.36 rubles (profit tax), 10,722,606 rubles (VAT), and of the respective penalties. On
the basis of the decision of the arbitration court of appeal the satisfaction of the applicant’s claim is fully
denied.
Cases of Sochinskaya TPS Branch
- JSC SPK Mosenergostroy has filed a statement of claim against JSC INTER RAO UES to collect debt in
amount of 20,659,212.21 rubles. By decision of the Arbitration Court of the city of Moscow and by
resolution of the court of appeal the claims of JSC SPK Mosenergostroy were satisfied. JSC INTER RAO
UES has filed a cassation petition. The case is under examination in the FAS (Federal Arbitration Court)
of the Moscow Oblast.
- JSC INTER RAO UES has filed a petition to declare as illegal the Decision No.17-28/61 of the MIFNS
No.7 (Inter-District Inspectorate of the Federal Tax Service) of Russia for Krasnodar Krai of August 15,
2006, on the additional accrual of taxes and on the bringing of JSC Sochinskaya TPS to tax liability for a
total amount of 358,446,260.99 rubles. On March 06, 2008 the arbitration court of Krasnodar Krai has
made a decision on the case in question, according to which decision the accrual of taxes, penalties, fines
for a total amount of 314,788,628.50 rubles has been declared illegal as of June 30, 3008. JSC INTER
RAO UES has filed an appeal of the said decision for the declaration of the taxes, penalties, fines in total
amount of 43,757,631.50 rubles as lawfully accrued.
Cases of Kaliningradskaya TETs-2 Branch
- JSC INTER RAO UES has filed a petition to declare as illegal the Decision No.863/8523177 of the MRI
of FNS of Russia No.9 for the city of Kaliningrad of December 29, 2007, on the additional accrual of
property tax, penalties, fines in total amount of 104,915,195.52 rubles. By decision of the arbitration court
of June 10, 2008 the applicant’s claims were satisfied to full extent. By resolution of the court of appeal of
September 05, 2008 the applicant’s claims in amount of 3,629,745.50 rubles were denied.
129
VIII. Supplementary Information about the Issuer and about the Issuable Securities
Placed by the Issuer
8.1. Supplementary information about the issuer
8.1.1. Information about the amount and structure of the issuer’s authorized (share) capital
(unit fund)
The issuer’s authorized capital as of September 30, 2008 amounts to two hundred twenty-seven
billion four hundred eleven million three hundred eighty-four thousand five hundred and one rubles 30
kopecks (227,411,384,501.3).
Total par value of ordinary shares: two hundred twenty-seven billion four hundred eleven million
three hundred eighty-four thousand five hundred and one rubles 30 kopecks (227,411,384,501.30).
Share of the ordinary shares in the issuer’s authorized capital: 100%.
Total par value of preference shares: the issuer has not placed any preference shares.
Share of the preference shares in the issuer’s authorized capital: the issuer has not placed any
preference shares.
The issuer’s shares are not circulating outside the Russian Federation.
8.1.2. Information about the modification of amount of the issuer’s authorized (share) capital
(unit fund)
Index
Amount of the
issuer’s authorized
capital as of the
beginning date of
the reporting
period (rubles)
2003
2004
2005
2006
May 01, 2008
July 01, 2008
50,000,000
1,000,000,000
1,000,000,000
4,125,836,000
4,125,836,000 (as
of April 30, 2008)
129,639,905, 036.4
(as of June 30,
2008)
Structure of the authorized capital as of the beginning date and end date of the reporting period (rubles)
Share of ordinary
shares:
Share of
preference shares:
name of the
issuer’s governing
body that made
the decision on the
modification of
the amount of the
issuer’s authorized
capital
the date of drafting
and the number if
the minutes of the
meeting (session)
of the issuer’s
governing
body
where
it
was
decided to modify
the amount of the
issuer’s authorized
(share)
capital
(unit fund);
100%
100%
100%
100%
100%
100%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
the body
executing the
functions of the
General
Meeting of
Shareholders of
JSC
Sochinskaya
TPS – the
Management
Board of JSC
RAO UES of
Russia
July 10, 2003
No.864пр
the body
executing the
functions of the
General Meeting
of Shareholders
of JSC
Sochinskaya
TPS – the
Management
Board of JSC
RAO UES of
Russia
the body executing
the functions of the
General Meeting
of Shareholders of
JSC Sochinskaya
TPS – the
Management
Board of JSC RAO
UES of Russia
the body
executing the
functions of the
General Meeting
of Shareholders
of JSC
Sochinskaya
TPS – the
Management
Board of JSC
RAO UES of
Russia
the body executing
the functions of the
General Meeting of
Shareholders of
JSC Sochinskaya
TPS – the
Management
Board of JSC RAO
UES of Russia
the body executing
the functions of the
General Meeting of
Shareholders of
JSC Sochinskaya
TPS – the
Management
Board of JSC RAO
UES of Russia
December 18,
2007 No.1791пр/2
December 18,
2007 No.1791пр/2
January 21, 2005
No.1137пр/3
130
the amount of the
authorized (share)
capital (unit fund)
of the issuer after
modification
(rubles).
1,000,000,000
1,000,000,000
4,125,836,0001
4,125,836,000
129,639,905,036.
4
227,411,384,501.
3
On May 01, 2008, as a result of the Issuer’s reorganization by way of merger with ZAO INTER RAO UES,
JSC Ivanovskie PGU and JSC Severo-Zapadnaya TETs, the amount of the Issuer’s authorized capital made
129,639,905,036.4 rubles. The share of ordinary shares amounted to 100%. The decision on the reorganization of
the Issuer and, therefore, on the modification of the authorized capital as a result of such reorganization, was made
by the Management Board of JSC RAO UES of Russia that executed the functions of the extraordinary General
Meeting of Shareholders of JSC Sochinskaya TPS (JSC INTER RAO UES after the renaming of the company on
April 09, 2008) on December 18, 2007 (Minutes No.1791pr/2 of December 18, 2007).
On July 01, 2008, as a result of the Issuer’s reorganization by way of merger with JSC Kaliningradskaya
TETs-2 and JSC INTER RAO UES Holding that has been spun off JSC RAO UES of Russia, the amount of the
Issuer’s authorized capital made two hundred twenty-seven billion four hundred eleven million three hundred
eighty-four thousand five hundred and one (227,411,384,501.3 rubles 30 kopecks ). The share of ordinary shares
amounted to 100%. The decision on the reorganization of the Issuer and, therefore, on the modification of the
authorized capital as a result of such reorganization, was made by the Management Board of JSC RAO UES of
Russia that executed the functions of the extraordinary General Meeting of Shareholders of JSC Sochinskaya TPS
(JSC INTER RAO UES after the renaming of the company on April 09, 2008) on December 18, 2007 (Minutes
No.1791pr/2 of December 18, 2007).
Thus, as of September 30, 2008 the Issuer’s authorized capital amounted to two hundred twenty-seven billion
four hundred eleven million three hundred eighty-four thousand five hundred and one (227,411,384,501.3) rubles
30 kopecks.
The amendments and alterations to the Articles of Association of the Issuer containing the said amount of
authorized capital are included in the new version of the Articles of Association of the Issuer as approved by
decision of the extraordinary General Meeting of Shareholders of JSC INTER RAO UES (minutes No.2 of October
23, 2008). The new version of the Articles of Association of the Issuer is undergoing the procedure of state
registration at the time of signing of this Quarterly Report of the Issuer.
8.1.3. Information about the creation and use of the issuer’s reserve fund as well as of other
funds of the issuer
Fund denomination: Reserve fund
Amount of fund as established in the constituent documents:
In compliance with clause 8.1 of the Articles of Association the Company shall create a Reserve Fund
in amount of 15 (Fifteen) per cent of the authorized capital of the Company.
The amount of mandatory annual deductions to the Reserve Fund of the Company makes 5 (Five) per
cent of the Company’s net profit until the Reserve Fund reaches the established amount.
In compliance with clause 8.2 of the Articles of Association of the Issuer the reserve fund of the
Company is designed for covering the Company’s losses as well as for the redemption of the Company’s
bonds and the repurchase of the Company’s shares in case of absence of other funds.
The reserve fund of the Company may not be used for other purposes.
The reserve capital as of September 30, 2008 amounts to 104,705 thousand rubles.
1
The amendments and alterations to the Articles of Association of the Issuer containing the said amount of authorized capital
were registered on July 14, 2006.
131
During the reporting period the Issuer has created no other issuer’s funds to be formed from the
issuer’s net profit.
8.1.4. Information about the procedure of calling and holding of the meeting (session) of the
issuer’s supreme governing body
Name of the issuer’s supreme governing body: General Meeting of Shareholders of JSC INTER RAO
UES
Procedure of notification of the shareholders (participants) on the holding of the meeting (session) of the
issuer’s supreme governing body:
The notice on the holding of the General Meeting of Shareholders shall be served (or handed)
to each person indicated in the list of persons entitled to participate at the General Meeting of
Shareholders of the Company, shall be published by the Company in the Izvestia newspaper, and shall be
published on the Company’s Web site in the Internet, no later than in thirty (30) days.
If the person registered in the registry of shareholders of the Company is a nominal shareholder,
the notice on the holding of the General Meeting of Shareholders shall be served to the address of the
nominal shareholder, if no other mailing address which the notice on the holding of the General Meeting
of Shareholders must be sent to is indicated in the list of persons entitled to participate at the General
Meeting of Shareholders.
The notice on the holding of the General Meeting of Shareholders by way of in absentia voting
shall be served (or handed) to each person indicated in the list of persons entitled to participate at the
General Meeting of Shareholders of the Company, shall be published by the Company in the Izvestia
newspaper, and shall be published on the Company’s Web site in the Internet, no later than in thirty (30)
days, and the notice on the holding of the General Meeting of Shareholders the agenda of which contains
the matter of the Company reorganization shall be served (handed) or published no later than thirty (30)
days before the end date of receipt of ballots by the Company.
Persons (bodies) that are entitled to call (request the holding of) the extraordinary meeting (session) of
the supreme governing body of the issuer, and the procedure of submitting (making) of such requests:
14.1. The extraordinary General Meeting of Shareholders of the Company shall be held upon the
decision of the Board of Directors of the Company based on its own initiative, on the request of the
Inspection Commission of the Company, of the Auditor of the Company, as well as of the shareholder
(shareholders) holding no less than ten (10) per cent of the voting shares of the Company as of the date
when the request is made.
14.2. The extraordinary General Meeting of Shareholders on the request of the Inspection
Commission of the Company, of the Auditor of the Company, or of the shareholder (shareholders) holding
no less than ten (10) per cent of the voting shares of the Company shall be called by the Board of
Directors of the Company.
Such General Meeting of Shareholders must be held within forty (40) days from the time of
submission of the request to hold an extraordinary General Meeting of Shareholders of the Company, with
the exception of other cases provided by the Federal Law “On Joint-Stock Companies”.
14.3. The request to hold an extraordinary General Meeting of Shareholders of the Company must
contain the wording of the matters subject to inclusion in the agenda of the meeting.
The person (persons) requesting the calling of an extraordinary General Meeting of Shareholders of
the Company is (are) entitled to present the draft of decision of the extraordinary General Meeting of
Shareholders, and the proposal on the form of holding of the General Meeting of Shareholders. Should the
request to call an extraordinary General Meeting of Shareholders contain a proposal to nominate
candidates, such proposal shall be governed by the respective provisions of article 13 of these Articles of
Association.
The Board of Directors of the Company shall not be entitled to enter alterations in the wording of
matters of the agenda, in the wording of the decisions on such matters, or to change the proposed form of
holding of the extraordinary General Meeting of Shareholders called on the request of the Inspection
132
Commission of the Company, of the Auditor of the Company, or of the shareholder (shareholders) holding
no less than ten (10) per cent of the voting shares of the Company.
14.4. In case if the request to call an extraordinary General Meeting of Shareholders is made by a
shareholder (shareholders), it must contain the name(s) of the shareholder (shareholders) requesting the
calling of a meeting, with indication of the number, category (type) of the shares of the Company owned
by such shareholder (shareholders).
The request to call an extraordinary General Meeting of Shareholders of the Company shall be
signed by the person (persons) requesting the calling of an extraordinary General Meeting of Shareholders
of the Company.
14.5. Within five (5) days from the date of making of the request to call an extraordinary General
Meeting of Shareholders of the Company by the Inspection Commission of the Company, by the Auditor
of the Company, or by the shareholder (shareholders) holding no less than ten (10) per cent of the voting
shares of the Company, the Board of Directors must make the decision on the calling of the extraordinary
General Meeting of Shareholders of the Company or on the refusal to call such meeting.
14.6. The decision of the Board of Directors of the Company to call the extraordinary General
Meeting of Shareholders or the motivated decision to deny the calling of such meeting shall be served to
the persons requesting the calling no later than 3 (three) days from the time when such decisions were
made.
14.7. Should the Board of Directors of the Company fail to make the decision on the calling of an
extraordinary General Meeting of Shareholders or make the decision to deny the calling of such meeting
within the term as established in clause 14.6 of article 14 of these Articles of Association, the
extraordinary General Meeting of Shareholders may be called by the bodies and persons requesting the
calling thereof.
Thereat, the bodies and persons calling the extraordinary General Meeting of Shareholders shall
have the powers necessary for the calling and holding of the General Meeting of Shareholders as provided
by the Federal Law “On Joint-Stock Companies” and by these Articles of Association.
Procedure of establishment of the date of holding of the meeting (session) of the issuer’s supreme
governing body:
11.1. The annual General Meeting of Shareholders of the Company shall be held no earlier than two
months before, and no later than six months after, the end of the financial year.
The matters of: election of the Board of Directors, of the Inspection commission, approval of the
Auditor of the Company, approval of the annual report of the Company, the annual accounting reports
including the profit and loss statements (profit and loss accounts) of the Company, produced by the Board
of Directors, as well as of distribution of profits (including the payment (declaration) of the dividends,
except of the profits distributed as dividends on the basis of the results of the first quarter, semester, nine
months of the financial year) and of losses of the Company on the basis of the financial year, must be
solved in mandatory order at the annual General Meeting of Shareholders.
The notice on the holding of the General Meeting of Shareholders shall be served (or handed) to
each person indicated in the list of persons entitled to participate at the General Meeting of Shareholders
of the Company, shall be published by the Company in the Izvestia newspaper, and shall be published on
the Company’s Web site in the Internet, no later than in thirty (30) days.
The notice on the holding of the General Meeting of Shareholders by way of in absentia voting
shall be served (or handed) to each person indicated in the list of persons entitled to participate at the
General Meeting of Shareholders of the Company, shall be published by the Company in the Izvestia
newspaper, and shall be published on the Company’s Web site in the Internet, no later than in thirty (30)
days, and the notice on the holding of the General Meeting of Shareholders the agenda of which contains
the matter of the Company reorganization shall be served (handed) or published no later than thirty (30)
days before the end date of receipt of ballots by the Company.
14.7.1. The notice on the holding of an extraordinary General Meeting of Shareholders must be
served no later than seventy (70) days before the date of holding.
14.8. The extraordinary General Meeting of Shareholders of the Company shall be held upon the
decision of the Board of Directors of the Company based on its own initiative, on the request of the
133
Inspection Commission of the Company, of the Auditor of the Company, as well as of the shareholder
(shareholders) holding no less than ten (10) per cent of the voting shares of the Company as of the date
when the request is made.
14.9. The extraordinary General Meeting of Shareholders on the request of the Inspection
Commission of the Company, of the Auditor of the Company, or of the shareholder (shareholders) holding
no less than ten (10) per cent of the voting shares of the Company shall be called by the Board of
Directors of the Company
Such General Meeting of Shareholders must be held within forty (40) days from the time of
submission of the request to hold an extraordinary General Meeting of Shareholders of the Company, with
the exception of other cases provided by the Federal Law “On Joint-Stock Companies”.
14.10. The request to hold an extraordinary General Meeting of Shareholders of the Company
must contain the wording of the matters subject to inclusion in the agenda of the meeting.
The person (persons) requesting the calling of an extraordinary General Meeting of Shareholders of
the Company is (are) entitled to present the draft of decision of the extraordinary General Meeting of
Shareholders, and the proposal on the form of holding of the General Meeting of Shareholders. Should the
request to call an extraordinary General Meeting of Shareholders contain a proposal to nominate
candidates, such proposal shall be governed by the respective provisions of article 13 of these Articles of
Association.
The Board of Directors of the Company shall not be entitled to enter alterations in the wording of
matters of the agenda, in the wording of the decisions on such matters, or to change the proposed form of
holding of the extraordinary General Meeting of Shareholders called on the request of the Inspection
Commission of the Company, of the Auditor of the Company, or of the shareholder (shareholders) holding
no less than ten (10) per cent of the voting shares of the Company.
case if the request to call an extraordinary General Meeting of Shareholders is made by a
shareholder (shareholders), it must contain the name(s) of the shareholder (shareholders) requesting the
calling of a meeting, with indication of the number, category (type) of the shares of the Company owned
by such shareholder (shareholders).
The request to call an extraordinary General Meeting of Shareholders of the Company shall be
signed by the person (persons) requesting the calling of an extraordinary General Meeting of Shareholders
of the Company.
Within five (5) days from the date of making of the request to call an extraordinary General
Meeting of Shareholders of the Company by the Inspection Commission of the Company, by the Auditor
of the Company, or by the shareholder (shareholders) holding no less than ten (10) per cent of the voting
shares of the Company, the Board of Directors must make the decision on the calling of the extraordinary
General Meeting of Shareholders of the Company or on the refusal to call such meeting.
The decision of the Board of Directors of the Company to call the extraordinary General Meeting
of Shareholders or the motivated decision to deny the calling of such meeting shall be served to the
persons requesting the calling no later than three (3) days from the time when such decisions were made.
Should the Board of Directors of the Company fail to make the decision on the calling of an
extraordinary General Meeting of Shareholders or make the decision to deny the calling of such meeting
within the term as established in clause 14.6 of article 14 of these Articles of Association, the
extraordinary General Meeting of Shareholders may be called by the bodies and persons requesting the
calling thereof.
Thereat, the bodies and persons calling the extraordinary General Meeting of Shareholders shall
have the powers necessary for the calling and holding of the General Meeting of Shareholders as provided
by the Federal Law “On Joint-Stock Companies” and by these Articles of Association.
In case if the proposed agenda of the extraordinary General Meeting of Shareholders contains the
matter of election of the members of the Board of Directors of the Company, the General Meeting of
Shareholders must be held within ninety (90) days from the time when the request to hold an extraordinary
General Meeting of Shareholders was made.
Persons entitled to enter proposals in the agenda of the meeting (session) of the issuer’s supreme
governing body, and the procedure of entering of such proposals:
134
13.1. The shareholders (shareholder) owning in the aggregate no less than two (2) per cent of the
voting shares of the Company are entitled, no later than in 60 (days) after the end of the financial year, to
enter matters in the agenda of the annual General Meeting of Shareholders, and to nominate candidates for
membership in the Board of Directors and the Inspection Commission of the Company, the number of
which may not exceed the established number of members of the respective body of the Company.
13.2. The proposal to enter matters in the agenda of the General Meeting of Shareholders and the
proposal to nominate candidates shall be made in writing, with indication of the name(s) of the
shareholders (shareholder) that nominated them, of the number and category (type) of shares owned by
them, and must be signed by the shareholders (shareholder).
13.3. The proposal to enter matters in the agenda of the General Meeting of Shareholders must
contain the wording of each matter proposed, and the proposal to nominate candidates must contain the
name and the identity document data (the series and (or) number of the document, the date and place of
issue, the issuing authority) of each nominated candidate, and the name of the body for the election into
which he or she is nominated.
13.4. The Board of Directors of the Company shall be obliged to consider the proposals made and to
decide on the inclusion of the same in the agenda of the General Meeting of Shareholders of the Company
or on the refusal to include the same in the agenda, no later than in five (5) days after the expiration of the
term indicated in clause 13.1 of this article.
13.5. The Board of Directors of the Company shall be entitled to deny the inclusion of the matters
proposed by the shareholders (shareholders) for the agenda of the General Meeting of Shareholders, and
the inclusion of the nominated candidates in the list of candidates for voting at the elections to the
respective body of the Company, for reasons as provided by the Federal Law “On Joint-Stock Companies”
and by other legal acts of the Russian Federation.
13.6. The motivated decision of the Board of Directors of the Company on the refusal to include a
matter in the agenda of the General Meeting of Shareholders of the Company or to include a candidate in
the list of candidates for voting at the elections to the respective body of the Company shall be served to
the shareholder (shareholders) that proposed the matter or nominated the candidate no later than in three
(3) days from the time when such decision was made.
13.7. The Board of Directors of the Company shall not be entitled to enter alterations in the wording
of the matters proposed for inclusion in the agenda of the General Meeting of Shareholders, and (if any) in
the wording of the decisions on such matters.
In addition to the matters proposed for inclusion in the agenda of the General Meeting of Shareholders by
the shareholders, and in case of absence of such proposals, of absence or insufficient number of candidates
nominated by the shareholders for the forming of the respective body, the Board of Directors of the
Company shall be entitled to include matters in the agenda of the General Meeting of Shareholders or to
nominate candidates for the list of candidacies at own discretion.
Persons entitled to get familiarized with the information (materials) provided for preparation and holding
of the meeting (session) of the issuer’s supreme governing body, and the procedure of familiarization with
such information (materials):
11.2. The notice on the holding of the General Meeting of Shareholders shall be served (or handed)
to each person indicated in the list of persons entitled to participate at the General Meeting of
Shareholders of the Company, shall be published by the Company in the Izvestia newspaper, and shall be
published on the Company’s Web site in the Internet, no later than in thirty (30) days.
If the person registered in the registry of shareholders of the Company is a nominal shareholder,
the notice on the holding of the General Meeting of Shareholders shall be served to the address of the
nominal shareholder, if no other mailing address which the notice on the holding of the General Meeting
of Shareholders must be sent to is indicated in the list of persons entitled to participate at the General
Meeting of Shareholders.
11.3. The ballots for voting on the matters of the agenda shall be sent by registered mail to the
address indicated in the list of persons entitled to participate at the General Meeting of Shareholders, or
shall be handed against signature to every person indicated in the list of persons entitled to participate at
135
the General Meeting of Shareholders, no later than in twenty (20) days before the date of holding of the
General Meeting of Shareholders.
11.4. The information (materials) on the matters of the agenda of the General Meeting of
Shareholders must, within twenty (20) days, and in case of holding of the General Meeting of
Shareholders the agenda of which contains the matter of reorganization of the Company – within thirty
(30) days, before the holding of the General Meeting of Shareholders, be made available to the persons
entitled to participate at the General Meeting of Shareholders for familiarization in the premises of the
Company’s executive body and in other places, the addresses of which are indicated in the notice on the
holding of the General Meeting of Shareholders. The information (materials) on the matters of the agenda
of General Meeting of Shareholders shall, no later than ten (10) days before the date of holding of the
General Meeting of Shareholders, be published on the Web-site of the Company in the Internet. The said
information (materials) must be made available to the persons participating at the General Meeting of
Shareholders during the holding of the same.
The procedure of familiarization of the persons entitled to participate at the General Meeting of
Shareholders with the information (materials) on the matters of the agenda of the General Meeting of
Shareholders, and the list of such information (materials), shall be determined by decision of the Board of
Directors of the Company.
The notice on the holding of the General Meeting of Shareholders by way of in absentia voting shall
be served (or handed) to each person indicated in the list of persons entitled to participate at the General
Meeting of Shareholders of the Company, shall be published by the Company in the Izvestia newspaper,
and shall be published on the Company’s Web site in the Internet, no later than in thirty (30) days, and the
notice on the holding of the General Meeting of Shareholders the agenda of which contains the matter of
the Company reorganization shall be served (handed) or published no later than thirty (30) days before the
end date of receipt of ballots by the Company.
The ballots for voting on the matters of the agenda shall be sent by registered mail to the
address indicated in the list of persons entitled to participate at the General Meeting of Shareholders, or
shall be handed against signature to every person indicated in the list of persons entitled to participate at
the General Meeting of Shareholders, no later than in twenty (20) days before the end date of receipt of the
ballots by the Company.
Each person included in the list of persons entitled to participate at the General Meeting of
Shareholders shall be handed one copy of ballot for voting on all maters or one copy of two or more
ballots for voting on different matters.
The procedure of familiarization of the persons entitled to participate at the General Meeting of
Shareholders with the information (materials) on the matters of the agenda of the General Meeting of
Shareholders, and the list of such information (materials), shall be determined by decision of the Board of
Directors of the Company and must comply with the Federal Law “On Joint-Stock Companies”.
The persons entitled to get familiarized with the information (materials) provided for the preparation
and holding of the meeting (session) of the issuer’s supreme governing bodies include the persons entitled
to participate at the general meeting of shareholders. The list of persons entitled to participate at the
general meeting of shareholders shall be compiled with the requirements of article 51 of the Federal Law
“On Joint-Stock Companies”.
In compliance with the requirements of article 52 of the Federal Law “On Joint-Stock Companies”,
the information (materials) on the matters of the agenda of the General Meeting of Shareholders must,
within twenty (20) days, and in case of holding of the General Meeting of Shareholders the agenda of
which contains the matter of reorganization of the Company – within thirty (30) days, before the holding
of the General Meeting of Shareholders, be made available to the persons entitled to participate at the
General Meeting of Shareholders for familiarization in the premises of the Company’s executive body and
in other places, the addresses of which are indicated in the notice on the holding of the General Meeting of
Shareholders. The said information (materials) must be made available to the persons participating at the
General Meeting of Shareholders during the holding of the same.
136
The procedure of familiarization of the persons entitled to participate at the General Meeting of
Shareholders with the information (materials) on the matters of the agenda of the General Meeting of
Shareholders, and the list of such information (materials), shall be determined by decision of the Board of
Directors of the Company.
The Company shall be obliged, on the request of a person entitled to participate at the general
meeting of shareholders, to provide such person with copies of the documents indicated. The payment
charged by the company for the provision of such copies may not exceed the expenses for the making of
such copies.
Procedure of announcement (bringing to the notice of the shareholders (participants) of the issuer) of
decisions made by the supreme governing body of the issuer, as well as of the voting results:
11.5.
The minutes of the General Meeting of Shareholders shall be drawn up no later than fifteen
(15) days after the closing of the General Meeting of Shareholders, in two counterparts. Both counterparts
shall be signed by the chairman of the General Meeting of Shareholders and by the secretary of the
General Meeting of Shareholders.
11.6. The voting results and the decisions made by the General Meeting of Shareholders of the
Company may be announced at the General Meeting of Shareholders of the Company.
If the voting results accepted by the General Meeting of Shareholders of the Company are not
announced at the General Meeting of Shareholders, the decisions made by the General Meeting of
Shareholders and the voting results shall be notified to the persons included in the list of persons entitled
to participate at the General Meeting of Shareholders of the Company no later than in ten (10) days after
the drawing-up of the minutes on the voting results, in the form of voting results report by way of
publication in the Izvestia newspaper.
8.1.5. Information about commercial organizations where the issuer owns no less than 5 per
cent of the authorized (share) capital (unit fund) or no less than 5 per cent of ordinary shares
The data on the said companies are set out in clause 3.5.
8.1.6. Information about material transactions concluded by the issuer
Date of conclusion
subject of transaction and other material terms of
the transaction
parties of the transaction
transaction amount (indicated in monetary
value and as a percentage share of the book
value of the issuer’s assets as of the end date of
the last full reporting period preceding the
conclusion date)
deadline of fulfillment of obligations under the
transaction
transaction category
the issuer’s governing body that decided on the
approval of the transaction, the date of the
respective decision (date of drafting and
minutes number)
September 24, 2008
Implementation of the Investment Project for
the Expansion of Kaliningradskaya TETs-2
Investor – JSC Mezhregionstroy
Customer-Developer – JSC INTER RAO UES
22,556,423,110 rubles or 37.88% of the assets
book value (June 30, 2008)
December 31, 2012
major transaction
the Board of Directors, September 03, 2008,
minutes No.5
137
8.1.7. Information about the issuer’s credit ratings
No credit rating was assigned to the issuer and/or to the issuer’s securities by a rating agency
acknowledged in accordance with the procedure established by the legislation of the Russian
Federation.
8.2. Information about each category (type) of the issuer’s shares
Shares of principal issue:
Shares category:
Ordinary
Par value of each share
Ten (10) kopecks
Number of additional shares in process of placement, pcs:
0
Number of shares in the issuer’s balance sheet, pcs:
0
Number of additional shares that may be placed as a result of conversion of
placed securities convertible into shares or as a result of exercise of the
issuer’s options, pcs:
0
State registration number:
1-02-33498-E
Date of state registration:
October 23, 2007
Authority that assigned a state registration number to the issue:
FFMS of Russia
The information on the number of shares in the principal and additional issues of the Issuer’s shares
in circulation is set out in the table below as of September 30, 2008:
Date of state
Number of shares in
registration
circulation
Par value
State registration
number
1-02-33498-E
1-02-33498-E-001D
1-02-33498-E-002D
1-02-33498-E-003D
1-02-33498-E-004D
1-02-33498-E-005D
1-02-33498-E-006D
Total:
October 23, 2007
March 18, 2008
March 18, 2008
March 18, 2008
March 18, 2008
March 18, 2008
March 18, 2008
rubles
0.10
0.10
0.10
0.10
0.10
0.10
0.10
pcs
41,258,360,000
16,765,898,995
333,684,413,963
42,527,301,373
918,421,594,281
76,937,475,973
844,518,800,428
2,274,113,845,013
Information for reference: on October 08, 2008 the identification numbers (codes): 002D of the state
registration number 1-02-33498-E-002D of March 18, 2003, 005D of the state registration number 1-0233498-E-005D of March 18, 2003, 006D of the state registration number 1-02-33498-E-006D of March
18, 2003, were annulled in the registry of shareholders of JSC INTER RAO UES in connection with the
expiration of 3 months from the time of state registration of the reports on the results of additional issues
of ordinary nominal uncertificated shares of JSC INTER RAO UES in compliance with the order No.082238/pz-I of the FFMS of Russia of September 23, 2008. Therefore, as of October 08, 2008 the number of
shares under the state registration number 1-02-33498-E of October 23, 2007 made 1,296,399,050,364
138
pcs.
Rights vested by the shares into the shareholders:
Article 6 of the Articles of Association of the Issuer:
6.1. Each ordinary share of the Company shall have equal par vale and shall vest into the
shareholder owning it an equal amount of rights.
6.2. The shareholders owning ordinary shares of the Company shall have the following rights:
1) to participate at the General Meeting of Shareholders of the Company with the right to vote on all
matters pertaining to the competence of the General Meeting of Shareholders, personally or by proxy;
2) to enter proposals in the agenda of the general meeting of shareholders in manner as provided by
the legislation of the Russian Federation and by these Articles of Association;
3) to receive dividends declared by the Company;
4) to receive information about the Company’s activity and to get familiarized with the Company’s
documents in compliance with article 91 of the Federal Law “On Joint-Stock Companies”, with other
statutory legal acts, and with these Articles of Association;
5) to require the Company to repurchase all or a part of the shares owned by them in the cases
provided by the legislation of the Russian Federation;
6) the right of first refusal in case if the Company places, by way of open subscription, additional
shares and issuable securities convertible into shares, in number proportional to the number of ordinary
shares owned by them, in the cases provided by the legislation of the Russian Federation;
7) to receive a part of the Company’s property in case of liquidation of the Company, in compliance
with the procedure established by the legislation of the Russian Federation and by these Articles of
Association;
8) to exercise other rights as provided by the legislation of the Russian Federation, by the Articles of
Association, and by the decisions of the General Meeting of Shareholders made in accordance with the
competence thereof. The conversion of ordinary shares into preference shares, bonds, and other securities
is not permitted.
8.3. Information about the previous issues of the issuer’s issuable securities, except of the
issuer’s shares
8.3.1. Information about the issues where all the securities are redeemed (annulled)
There are no issues with redeemed (annulled) securities.
8.3.2. Information about the issues where the securities are circulating
The Issuer has not issued previous issues of issuable securities, except of the Issuer’s shares.
8.3.3. Information about the issues where the obligations of the issuers in relation to the
securities are no t fulfilled (default)
There are no issues with unfulfilled obligations of the issuer in relation to the securities (default).
8.4. Information about the person (persons) that provided collaterals for the bonds in an issue
No information is indicated, as the Issuer has not issued any bonds or options.
8.5. Conditions for provision of fulfillment of obligations related to the bonds in an issue
No information is indicated, as the Issuer has not issued any bonds or options.
139
8.5.1. Conditions for provision of fulfillment of obligations related to the bonds with mortgage
covering
The Issuer has not placed any bonds with mortgage covering.
8.6. Information about the organizations in charge of accounting of rights in the issuer’s
issuable securities
The entity in charge of keeping of the registry of holders of the Issuer’s nominal securities: Closed
Joint-Stock Company New Registrar.
Full trade name:
Closed Joint-Stock Company New Registrar
Brief trade name:
ZAO New Registrar
Location:
30, ul. Buzheninova, Moscow, Russia 107023
Mailing address:
30, ul. Buzheninova, Moscow, Russia 107023
Telephone, fax numbers:
(495) 964-22-51, (495) 964-22-55
Number of license of professional participant of the
securities market for registrar activity:
No.10-000-1-00339
License issue date:
March 30, 2006
License validity period:
Unlimited validity period
Issuing authority:
The Federal Service for Financial Markets
8.7. Information about the legal acts that govern the matters of capital import and export and
that can affect the payment of dividends, interest, and other amounts to non-residents
List of statutory acts on dividends, including the statutory acts governing the payment of dividends
to non-residents:
1. The Civil Code of the Russian Federation (part one) of November 30, 1994, No.51-FZ;
2. The Tax Code of the Russian Federation, part one, of July 31, 1998, No.146-FZ (articles 11, 45),
with subsequent amendments and alterations;
3. The Tax Code of the Russian Federation, part two, of August 05, 2000, No.117-FZ (articles 207,
208, 215, 224, 284, 310, 312), with subsequent amendments and alterations;
4. The Customs Code of the Russian Federation of May 28, 2003, No.61-FZ, with subsequent
amendments and alterations;
5. The Federal Law “On Joint-Stock Companies” of December 26, 1995, No.208-FZ (articles 42, 43),
with subsequent amendments and alterations;
6. The Federal Law “On Securities Market” of April 22, 1996, No.39-FZ, with subsequent
amendments and alterations;
7. The Federal Law “On Defense of Rights and Legal Interests of the Investors on the Securities
Market” of March 05, 1999, No.46-FZ, with subsequent amendments and alterations;
8. The Federal Law No.160-FZ of June 09, 1999 “On Foreign Investments in the Russian
Federation”, with subsequent amendments and alterations;
9. The Federal Law No.39-FZ of February 25, 1999 “On Investment Activity in Form of Capital
Investments in the Russian Federation”, with subsequent amendments and alterations;
140
10. The Federal Law No.115-FZ of August 07, 2001 “On Contravening of Legalization (Laundering)
of Revenues Obtained by Criminal Ways and Financing of Terrorism”, with subsequent
amendments and alterations;
11. The Federal Law “On Legal Status of Foreign Citizens in the Russian Federation” of July 25,
2002, No.115-FZ, with subsequent amendments and alterations;
12. The Federal Law “On Insolvency (Bankruptcy)” of October 26, 2002, No.127-FZ, with subsequent
amendments and alterations;
13. The Federal Law “On Foreign Exchange Regulation and Foreign Exchange Control” of December
10, 2003, No.173-FZ, with subsequent amendments and alterations;
14. The Federal Law No.86-FZ of July 10, 2002 “On the Central Bank of the Russian Federation (the
Bank of Russia)”, with subsequent amendments and alterations;
15. The Resolution No.27 of the FKCB (Federal Commission for Securities Market) of Russia of
October 02, 1997 “On Approval of Provision on the Keeping of Registries of Nominal Securities
Holders”;
16. International Agreements of the Russian Federation on Avoidance of Dual Taxation.
8.8. Description of the procedure of taxation of return received from the issuer’s issuable
securities that are placed and under placement
In the statement of the information on this matter the issuer has been guided by the current
legislation on taxes and dues of the Russian Federation. The description of the tax legislation set out
below has a general nature and may not be used as a legal conclusion. In cases of necessity the receiver of
revenue on the issuer’s shares must resort to additional legal counseling.
I. Value-added tax
In compliance with subclause 12 of clause 2 of article 149 of the Tax Code of the Russian
Federation the sale of securities is not subject to VAT taxation.
II. Corporate profit tax
1. Taxation of dividends payable by the Issuer to Russian organizations
The Issuer, by paying dividends, is deemed as a tax agent and shall determine the tax amount in
compliance with the provisions of clause 2 of article 275 of the Tax Code of the Russian Federation (TC
of the RF). Thereat, the tax amount subject to deduction from the revenues of the taxpayer receiving
dividends is calculated by the tax agent on the basis of the total tax amount calculated in manner as
provided by the said clause of article 275 of the TC of the RF, and of the share of each taxpayer in the
total amount of dividends.
In compliance with the norms of clause 2 of article 275 of the TC of the RF, before January 01,
2008 the total tax amount was determined as the product of the tax rate as established by subclause 1 of
clause 3 of article 284 of the TC of the RF (9%) and of the difference between the amount of dividends
subject to distribution among the shareholders (participants) in the current tax period decreased by the
amounts of dividends subject to payment by the tax agent to foreign organizations and (or) to individuals
that are non-residents of the Russian Federation, and the amount of dividends received by the tax agent
itself in the current reporting (tax) period and in the previous reporting (tax) period, if the said amounts of
dividends were not formerly accounted in the calculation for the determining of the taxable revenue in
form of dividends.
Since January 2008, in connection with the adoption of the Federal law No.76-FZ of May 15,
2007, the said norms have been amended to take account of the procedure of calculation of the tax amount
subject to deduction by the tax agent from the revenues in form of dividends.
The amount of tax on revenues in form of dividends subject to deduction from the revenues of the
taxpayer receiving dividends is calculated by the tax agent by a formula. In compliance with the new
procedure, in the calculation of tax on revenues in form of dividends the dividends payable to foreign
141
organizations and non-resident individuals shall not be subject to deduction from the total amount of
dividends subject to distribution by the tax agent.
2. Taxation of dividends payable by the Issuer to foreign organizations
At payment of dividends to foreign organizations the issuer, being a tax agent, shall determine the
basis of assessment for the taxpayers receiving dividends for each such payment as the amount of the
dividends payable which the tax rate established by subclause 2 of clause 3 of article 284 of the TC of the
RF (15%) is applicable to.
By virtue of clause 3 of article 310 of the TC of the RF, in case of payment by the tax agent to a
foreign organization of revenues that are taxed under lower rates in the Russian Federation in compliance
with the international agreements, the calculation and deduction of the tax amount from the revenues is
executed by the tax agent under the respective reduced rates provided that the foreign organization
produces confirmation as provided by clause 1 of article 312 of the TC of the RF to the tax agent. Given
the provision by the foreign organization entitled to receive revenues of confirmation as indicated in
clause 1 of article 312 of the TC of the RF to the tax agent paying the revenue, before the date of payment
of the revenue for which the international agreement of the Russian Federation provides a preferential tax
treatment in the Russian Federation, such revenue is tax exempted at the source of payment or the tax is
collected from the source of payment under reduced rates.
3. Taxation of interest payable by the issuer under debt obligations (bonds, promissory notes)
The interest accrued during the time of the issuer’s bonds (promissory notes) registration in the
balance sheet of a taxpayer being a Russian organization or a foreign organization undertaking activity in
the Russian Federation through a permanent representation, shall be taxed in manner and on terms as
established by chapter 25 of the TC of the RF under a tax rate of 24%.
The tax on the interest payable to a foreign organization not undertaking activity in the Russian
Federation through a permanent representation shall be calculated and deducted by the issuer at each
payment of the said revenues under the rate provided by subclause 1 of clause 2 of article 284 of the TC of
the RF (20%).
According to clause 3 of article 310 of the TC of the RF, in case of payment by the tax agent to a
foreign organization of revenues that are taxed under lower rates in the Russian Federation in compliance
with the international agreements, the calculation and deduction of the tax amount from the revenues is
executed by the tax agent under the respective reduced rates provided that the foreign organization
produces confirmation as provided by clause 1 of article 312 of the TC of the RF to the tax agent.
The foreign organization must, before the date of revenue payment, provide the tax agent (revenue
source) with confirmation that it has permanent location in the state which the Russian Federation has
concluded a tax agreement with. The documents confirming the permanent location of the foreign
organization shall be subject to legalization in compliance with the established procedure or shall be
certified by apostil.
4. Taxation of legal entities’ revenues from operations with securities
In compliance with clause 2 of article 280 of the TC of the RF, the taxpayer’s revenues from
operations of securities sales shall be determined on the basis of the sale price, as well as of the amount of
interest (coupon) revenue accrued that is paid by the buyer to the taxpayer, and of the amount of interest
(coupon) revenue that is paid by the issuer to the taxpayer. Thereat, the amounts of interest (coupon)
revenue that were formerly accounted at taxation shall not be subject to inclusion in the taxpayer’s
revenue from sales of securities.
The expenses incurred at sale of securities shall be determined on the basis of acquisition price
(including the expenses for the acquisition), of the expenses for the sale of the same, of the amount of
interest (coupon) revenue accrued that was paid by the taxpayer to the seller of the security.
The basis of assessment in the operations with securities shall be determined separately by the
taxpayer. Thereat, the taxpayer shall determine the basis of assessment in the operations with securities
142
circulating on the regulated securities market separately from the basis of assessment of the operations
with securities that do not circulate on the regulated securities market.
The taxpayers that have registered loss (losses) from operations with securities in the previous tax
period or in the previous tax periods shall be entitled to decrease the basis of assessment obtained in the
operations with securities in the reporting (tax) period (to carry forward the said losses) in manner and on
terms as established by article 283 of the TC of the RF.
The revenues received from operations with securities circulating on the regulated securities market
may not be decreased by the expenses or losses from operations with securities that do not circulate on the
regulated securities market.
The revenues received from operations with securities that do not on the regulated securities market
may not be decreased by the expenses or losses from operations with securities circulating on the
regulated securities market.
The tax on the revenues received by a Russian organization or a foreign organization undertaking
activity in the Russian Federation through a permanent representation from operations with securities is
collected under a rate of 24%. The revenues from operations with securities received by a foreign
organization that does not undertake activity in the Russian Federation through a permanent representation
are taxed with the corporate profit tax under a rate of 20%.
III. Individual income tax
1. Taxation of revenues from bonds (promissory notes)
The interest and/or the discount are revenues from bonds (promissory notes). By virtue of clause 3 of
article 43 of the TC of the RF, any revenue declared (established) in advance, including the revenue in the
form of discount, received under a debt obligation of any kind regardless of the method of execution
thereof, shall be deemed as interest.
The interest received from an issuer being a Russian organization pertains, on the basis of subclause
1 of clause 1 of article 208 of the Tax Code of the Russian Federation (TC of the RF), to revenue from
sources in the Russian Federation. In compliance with clause 25 of article 217 of the TC of the RF, the
interest payable on bonds (promissory notes) placed by a joint-stock company is not exempt of the
individual income tax.
In compliance with article 226 of the TC of the RF a Russian organization from which or as a result
of relations with which the taxpayer has received revenue, shall be deemed as tax agent charged with the
obligation to calculate, to collect from the taxpayer, and to pay the tax amount.
The interest payable to individuals that are tax residents of the Russian Federation is taxed under a
rate of 13%, and the interest payable to individuals that are not tax residents of the Russian Federation is
taxed under a rate of 30%. Thereat, it is necessary to take note that tax residents are deemed as the
individuals that stay on the territory of the Russian Federation for no less than 183 days during 12 months
in a row (clause 2 of article 207 of the TC of the RF).
2. Dividends taxation
According to clause 2 of article 214 of the TC of the RF, if the source of payment of revenue is a
Russian organization, it shall be acknowledged as a tax agent and shall determine the tax amount payable
by each taxpayer in connection with each payment of such revenue, under a rate of 9%, in compliance
with the procedure provided by article 275 of the said Code.
In compliance with the norms of clause 2 of article 275 of the TC of the RF applicable before
January 1, 2008, the total tax amount was determined as the product of the tax rate as established by
subclause 1 of clause 3 of article 284 of the TC of the RF and of the difference between the amount of
dividends subject to distribution among the shareholders (participants) in the current tax period decreased
by the amounts of dividends subject to payment by the tax agent to foreign organizations and (or) to
individuals that are non-residents of the Russian Federation, and the amount of dividends received by the
tax agent itself in the current reporting (tax) period and in the previous reporting (tax) period, if the said
amounts of dividends were not formerly accounted in the calculation for the determining of the taxable
revenue in form of dividends.
143
Since January 2008, in connection with the adoption of the Federal Law No.76-FZ of May 15,
2007, the amount of tax on revenues in form of dividends subject to deduction from the revenues of the
taxpayer receiving dividends is calculated by the tax agent by a formula.
At payment of dividends to individuals not being tax residents of the Russian Federation, the basis
of assessment of the taxpayer receiving dividends for each such payment is determined as the amount of
dividends payable and the rate of 15% is applicable thereto since January 1, 2008 (clause 3 of article 224
of the TC of the RF).
In compliance with clause 2 of article 232 of the TC of the RF, in order to receive preferential tax
treatment as provided by international agreements, the taxpayer must produce to the tax authorities of the
Russian Federation official confirmation of the fact that it is a resident of the state with which the Russian
Federation has concluded an agreement on avoidance of dual taxation as valid within the respective tax
period (or a part thereof). The confirmation may be produced as before the payment, as well as within one
year after the end of the tax period based on the results of which the taxpayer pretends to receive tax
benefits.
3. Taxation of revenues from operations with securities
When determining the basis of assessment in relation to the revenues receives from sale of
securities, inclusive of shares, the taxpayer is entitled to deduct from the received revenue the expenses
actually incurred and documented for the acquisition, sale, and keeping of securities, including the
expenses compensated to the professional participant of the securities market, to the managing company
charged with the trust management of property that the mutual fund consists of.
Thereat, the right of the taxpayers to apply property tax deductions to the sale of securities,
inclusive of shares, is cancelled since January 1, 2007.
The basis of assessment for the operations of securities purchase and sale and the operations with
spot instruments is determined upon the end of the tax period. The tax amount is calculated and paid by
the tax agent upon the end of the tax period or at payment of money to the taxpayer before the end of the
next tax period.
If the revenue source cannot collect the calculated tax amount from the taxpayer, the tax agent (the
broker, the trust manager or another person undertaking operations under trust agreement, commission
agreement, other agreement in favor of the taxpayer) shall, within one month from the arising of such
circumstance, notify in writing the tax authority at the place of its registration on the impossibility to
collect the aforesaid tax and on the amount of the taxpayer’s debt. In this case the tax is paid in
compliance with article 228 of the TC of the RF.
144
Tax rates applied to the taxation of revenues received on the basis of securities ownership and operations
with securities in the 3rd quarter of 2008
Legal entities
Individuals
Foreign
Foreign
organizations
organizations not
Revenue type
Russian
undertaking
undertaking
NonResidents
organizations activity through a activity through
residents
permanent
a permanent
representation
representation
Interest
on
bonds
24%
20%
13%
30%
24%
(promissory
notes)
Dividends
0%
9%
15%
9%
15%
9%
Revenues from
operations with
securities
24%
24%
20%
13%
30%
In the statement of the information on this matter the issuer has been guided by the current
legislation on taxes and dues of the Russian Federation. The description of the tax legislation set out
below has a general nature and may not be used as a legal conclusion. In cases of necessity the receiver of
revenue on the shares of JSC Sochinskaya TPS must resort to additional legal counseling.
The Issuer calculates and pays dividends to legal entities owning shares of the Company. The
procedure and terms of taxation of the shareholders’ revenues are different as depend directly on the
category of securities owners.
1. Procedure and terms of taxation of individuals being tax residents of the Russian Federation
The revenues from individuals’ operations with securities are as follows:
- dividends received from a Russian organization;
- dividends from sales of organizations’ securities in the Russian Federation.
For the purposes of the tax legislation, the tax residents are deemed to be the individuals that stay in
the Russian Federation for no less than 183 calendar days during 12 months in a row. The period of stay of
an individual in the Russian Federation is not interrupted for the periods of their departure outside the
Russian Federation for short-term (less than 6 months) treatment or studies.
Regardless of the actual time of stay in the Russian Federation, the tax residents of the Russian
Federation are deemed to be the Russian militaries serving abroad, as well as the officers of public
authorities and local authorities dispatched for work abroad the Russian Federation.
In compliance with clause 4 of article 224 of the Tax Code of the Russian Federation (hereinafter
referred to as the TC of the RF), the revenues of tax resident individuals are taxed under a rate of 9 per
cent as for the revenues from share participation in the activity of organizations received in the form of
dividends. The income tax of the tax resident individuals at subsequent sale of placed securities is
collected under a rate of 13%. The taxes on revenues in the form of dividends are collected from the
source of payment of such dividends and are paid to the budget by the tax agent that made the payment,
within 10 days from the day of revenue payment.
According to clause 1 of article 226 of the TC of the RF, the obligation to deduct the tax amount
from the taxpayer’s revenues and to transfer the same to the budget rests on the Issuer as the Russian
organization that is the source of the taxpayer’s revenue in form of dividends (the tax agent).
The calculated tax amount is deducted directly from the taxpayer’s revenues at the actual payment
thereof (clause 4 of article 226 of the TC of the RF).
The tax agents are obliged to transfer the amounts of the tax calculated and deducted no later than on
145
the day of actual receipt of cash in the bank for the payment of the revenue, also for the transfer of the
revenue from the tax agents accounts with the bank to the taxpayer’s accounts, or, on the instruction of the
latter, to the accounts of third parties with banks (clause 6 of article 226 of the TC of the RF).
The amount of the tax subject to deduction from the revenues of the taxpayer receiving dividends
is calculated by the tax agent on the basis of the total tax amount and of the share of each taxpayer in the
total dividend amount.
The total tax amount is determined as the product of the tax rate and of the difference between the
amount of dividends subject to distribution among the shareholders (participants) in the current tax period
decreased by the amounts of dividends subject to payment by the tax agent to foreign organizations and
(or) to individuals that are non-residents of the Russian Federation in the current tax period, and the
amount of dividends received by the tax agent itself in the current reporting (tax) period and in the
previous reporting (tax) period, if the said amounts of dividends were not formerly accounted in the
calculation for the determining of the taxable revenue in form of dividends. If the obtained difference is
negative, no obligation to pay the tax is arising, and no compensation from the budget is paid.
The tax amount is calculated and paid by the tax agent upon the end of the reporting period (calendar
year) or at payment by the tax agent of money to the taxpayer before the expiration of the next tax period.
In case of payment of money before the expiration of the next tax period the tax is paid on the share of the
revenue corresponding to the actual amount of the money paid (article 214.1 of the TC of the RF).
In compliance with clause 3 of article 214.1 of the TC of the RF, the revenue (loss) from operations
of purchase and sale of securities is determined as the amount of revenues from a total of transactions with
the securities of the respective category concluded during the tax period, minus the amount of losses.
the revenue (loss) from operations of purchase and sale of securities is determined as the difference
between the amounts received from the sale of securities and the expenses for the acquisition, sale, and
keeping of securities that were actually incurred by the taxpayer (including the expenses compensated to
the professional participant of the securities market) and were confirmed by documents.
The said expenses include:
- the amounts paid do the seller according to the agreement;
- the payment for the services rendered by the depositary;
- the fees paid to the professional participants of the securities market;
- the exchange fee (commission);
- the payment for the registrar’s services;
- other expenses directly related to the acquisition, sale, and keeping of securities, and paid for the
services rendered by the professional participants of the securities market in the framework of their
professional activity.
The revenue from transactions of purchase and sale of securities circulating on the regulated
securities market shall be decreased by the amount of interest paid for the use of monetary funds raised for
the conclusion of the securities purchase and sale transaction, in the limits of the amounts calculated on
the basis of the current refinancing rate of the Central Bank of Russia.
The amount of loss under transactions with securities circulating on the regulated securities market is
determined with account of the limit threshold of fluctuations of the securities market price.
When the taxpayer’s expenses for the acquisition, sale, and keeping of the securities cannot be
included directly in the expenses for the acquisition, sale, and keeping of specific securities, the said
expenses are distributed proportionally to the cost estimate of the securities which the said expenses are
related to. The cost estimate of the securities is determined as of the date when such expenses were made.
2. Procedure and terms of taxation of the individuals not being tax residents of the Russian
Federation
In compliance with clause 3 of article 224 of the TC of the RF, the revenues of individuals not being
tax residents from sources in the Russian Federation (including revenues in the form of dividends and
interest, as well as revenues from subsequent sale of securities placed) are taxed under a rate of 30 per
cent. The procedure and deadlines of tax payment are similar to the procedure provided for the category of
taxpayers that are tax residents.
146
The specificity of the procedure of taxation of the revenues in the form of dividends of individuals
not being residents of the Russian Federation consists in the fact that in case if the Russian Federation
organization that is a tax agent pays dividends to an individual not being a resident of the Russian
Federation, the basis of assessment of the taxpayer receiving the dividends is determined as the amount of
the dividend paid in each case of such payment (clause 3 of article 275 of the TC of the RF).
The revenue in the form of dividends of individuals not being residents of the Russian Federation
may be exempted from taxation in the Russian Federation on the basis of the respective agreement on
avoidance of dual taxation between the Russian Federation and the state where the receiver of such
revenue resides. However, in come cases the application of the norms of the said agreements may be
extremely difficult.
In order to be exempted from tax payments, to carry out setoffs, to obtain tax deductions or other tax
benefits, the taxpayer must produce to the tax authorities an official confirmation of the fact that he or she
is a resident of the state with which the Russian Federation has concluded an agreement on avoidance of
dual taxation valid during the respective tax period (or of a part thereof), as well as a document certifying
the revenue received and the payment of tax outside the Russian Federation as confirmed by the tax
authority of the respective foreign state. The confirmation may be produced as before the payment of tax
or of advance tax, as well as during one year after the end of the tax period on the basis of the results of
which the taxpayer pretends to obtain exemption from tax payment, tax setoff, tax deductions, or other
benefits (clauses 1, 2 of article 232 of the TC of the RF).
3. Procedure and terms of taxation of legal entities being tax residents of the Russian Federation
In compliance with Chapter 25 of the TC of the RF the tax on revenues of legal entities being tax
residents of the Russian Federation, obtained on placed securities in the form of dividends, is collected
under a rate of 9 per cent.
The taxes on revenues in the form of dividends are collected from the source of payment of such
revenues and are transferred to the budget by the Issuer as being the tax agent that made the payment,
within 10 days from the revenue payment day.
A specificity of taxation of this category of taxpayers is that the amount of tax subject to deduction
from the revenues of the taxpayer receiving the dividends is calculated by the tax agent on the basis of the
total tax amount and of the share of each taxpayer in the total dividends amount.
The total tax amount is determined as the product of the tax rate and of the difference between the
amount of dividends subject to distribution among the shareholders (participants) in the current tax period
decreased by the amounts of dividends subject to payment by the tax agent to foreign organizations in the
current tax period, and the amount of dividends received by the tax agent itself in the current reporting
(tax) period and in the previous reporting (tax) period, if the said amounts of dividends were not formerly
accounted in the calculation for the determining of the taxable revenue.
If the obtained difference is negative, no obligation to pay the tax is arising, and no compensation
from the budget is paid (clause 2 of article 275 of the TC of the RF).
In compliance with clause 1 of article 284 of the TC of the RF, the revenues of legal entities that are
tax residents of the Russian Federation, received from operations of subsequent sale of placed securities
are taxed with the profit tax under a rate of 24 per cent (the tax amount is distributed between the budgets
as follows: the Federal Budget – 6.5 per cent, the budgets of the federal subjects of the Russian Federation
– 17.5%). The tax rate subject to inclusion in the budget of a federal subject of the Russian Federation
may be reduced on the basis of the law of the federal subject of the Russian Federation. However, in any
case the said tax rate subject to inclusion in the budget of a federal subject of the Russian Federation may
not be less than 13.5 per cent.
The tax subject to payment upon the expiration of the tax period shall be paid no later than on March
28 of the year following after the expired tax period. The quarterly advance payments shall be paid no
later than 28 days after the end date of the respective reporting period. The monthly advance payments
shall be paid no later than the 28th day of each month in such reporting period. On the basis of the results
of the reporting (tax) period the amounts of the monthly advance payments made during the reporting
(tax) period are accounted at payment of advance payments on the basis of the results of the reporting
147
period. The quarterly advance payments are accounted as tax payment on the basis of the results of the tax
period (clause 1 of article 287 of the TC).
The specificities of calculation of the basis of assessment for the operations with securities are
established by article 280 of the TC of the RF. According to this norm, the taxpayer’s revenues from sale
operations are determined on the basis of the sale price or of other divestment of the security. Thereat, the
taxpayer’s revenues from sale do not include the amounts of interest revenue that were formerly accounted
in taxation.
The expenses at sale (or other divestment) of securities are determined on the basis of the acquisition
price of the security (including the expenses for the acquisition of the same), of the expenses for the sale
of the security, of the amount of interest revenue accrued that is paid by the taxpayer to the seller of the
security. Thereat, the expenses do not include the amounts of interest revenue accrued that were formerly
accounted in taxation.
The shareholder taxpayer that sells the shares received due to the increase of the authorized capital
of the joint-stock company determines the revenue as the difference between the sale price and the share
value paid initially and adjusted with account of the change of the number of shares as a result of the
increase of the authorized capital.
In case of sale or other divestment of securities the taxpayer shall, independently and in compliance
with the accounting policy adopted for purposes of taxation, select one of the following writing-off
methods:
1) by value of the first acquisitions in time (FIFO):
2) by value of the last acquisitions in time (LIFO);
3) by unit value.
According to the Issuer’s accounting policy, in case of divestment of the shares accepted for
accounting as financial investments, the value of such shares shall be determined on the basis of the initial
value of each unit of financial investments accounting.
According to the Issuer’s accounting policy, in case of divestment of shares the initial value of each
unit of financial investments accounting shall be applied.
The taxpayers that have recorded loss (losses) from operations with securities in the previous tax
period or in the previous tax periods shall be entitled to reduce the basis of assessment for the operations
with securities in the reporting (tax) period. Thereat, the losses from operations with securities not
circulating on the regulated securities market, that were recorded in the previous tax period (previous tax
periods) may be deducted from the basis of assessment of operations with such securities, as determined in
the reporting (tax) period.
Thereat, the losses from operations with securities circulating on the regulated securities market, that
were recorded in the previous tax period (previous tax periods) may be deducted from the basis of
assessment of the operations of sale of securities of this category.
The revenues received from operations with securities circulating on the regulated securities market,
may not be decreased by the expenses on, or losses from, operations with securities not circulating on the
regulated securities market.
Avoidance of dual taxation
The revenues received by a Russian organization from sources outside the Russian Federation shall
be accounted at determination of its basis of assessment. The said revenues shall be accounted in full, with
account of the expenses incurred both in the Russian Federation and abroad.
At determining of the basis of assessment the expenses incurred by the Russian organization in
connection with the receipt of revenues from sources outside the Russian Federation shall be deducted in
manner and in amount as established by Chapter 25 of the TC of the RF.
The tax amounts paid in compliance with the legislation of the foreign states by the Russian
organization shall be accounted at payment by such organization of taxes in the Russian Federation.
Thereat, the amount of the accounted tax amounts paid outside the Russian Federation may not exceed the
amount of tax payable by such organization in the Russian Federation.
The setoff shall be made provided that the taxpayer produces a document confirming the payment
(deduction) of tax outside the Russian Federation: for the taxes paid by the organization itself the
document must be certified by the tax authority of the respective foreign state, and for the taxes deducted
148
in compliance with the legislation of foreign states or with an international agreements by the tax agents,
the confirmation must be given by the tax agent. The confirmation shall be valid during the tax period in
which it was produced to the tax agent (article 311 of the TC of the RF).
Presently the Issuer does not have any sources of revenue outside the Russian Federation.
4. Procedure and terms of taxation of legal entities not being tax residents of the Russian Federation
According to the general rules, the tax rate for the non-resident foreign legal entities receiving
profits from sources located on the territory of the Russian Federation amounts to 20% (subclause 1 of
clause 2 of articles 284 of the TC of the RF).
In compliance with clause 3 of article 284 of the TC, the tax on revenues of foreign legal entities that
are not residents of the Russian Federation, from placed securities, in the form of dividends, is collected
under a rate of 15 per cent, unless otherwise provided by the respective agreement on avoidance of dual
taxation.
A specificity of the procedure of taxation of revenues of foreign legal entities that are non-residents
of the Russian Federation, in the form of dividends received from the Issuer is that the basis of assessment
of the dividends-receiving taxpayer on every payment is determined as the amount of dividends payable
(clause 3 of article 275 of the TC of the RF).
If the foreign organization entitled to receive revenue produces to the tax agent paying the revenue
i.e. to the Issuer, confirmation of permanent location in a foreign state that has concluded an agreement on
the avoidance of dual taxation with the Russian Federation before the date of payment of the revenue, in
relation to which such agreement provides a preferential tax treatment in the Russian Federation, the
source of payment is exempted from the tax payment or the tax is collected from the source of payment
under reduced rates (clause 1 of article 312 of the TC of the RF). Such confirmation must be attested by
the competent authority of the respective country and certified by apostil.
8.9. Information about dividends declared (accrued) and paid on the issuer’s shares, and about
the yield on the issuer’s bonds
In 2002, 2003, 2004, 2005, 2007 the Issuer has not made decisions on the accrual and payment of
dividends.
Reporting period (year, quarter) which the declared dividends
on the issuer’s shares were paid for:
Shares category:
2006
Ordinary shares
Amount of declared (accrued) dividends on the issuer’s shares
of each category (type) per one share:
0.000056758 rubles
Amount of declared (accrued) dividends on the issuer’s shares
of each category (type) in the aggregate on all the shares of
one category (type):
2,341,750.24 rubles
Name of the issuer’s governing body that made the decision to
declare (declared) the payment of dividends on the issuer’s
shares:
Annual General Meeting of
Shareholders
Date of holding of the meeting (session) of the issuer’s
governing body which the decision to pay (declare) the
dividends was made at:
Date of drawing and number of the minutes of the meeting
June 08, 2007
Minutes No.1680 of the annual
149
(session) of the issuer’s governing body which the decision to
pay (declare) the dividends was made at:
General Meeting of
Shareholders of June 8, 2007
Period specified for the payment of the declared dividends on
the issuer’s shares:
60 days from the day of decision
to pay the dividends
Form and other terms of payment of the declared dividends on
the issuer’s shares:
Monetary form
Total amount of dividends paid on all the issuer’s shares of
one category (type) in each reporting period which the
decision to pay (declare) dividends was made for:
If the declared dividends on the issuer’s shares were unpaid or
partially paid by the issuer – the reasons of the failure to pay
the declared dividends:
2,130,992.71 rubles
the issuer has fully paid the
declared dividends on the
issuer’s shares
The Issuer has not issued bonds, and therefore, has not paid any revenues on bonds for all the time of
its activity.
8.10. Other information
Other information on the issuer and its securities as provided by the Federal Law “On Securities
Market” or by other federal laws: none.
8.11. Information about the securities presented and about the issuer of the securities
presented, the title in which is certified by Russian depositary receipts
No information is provided, as the issuer has not issued Russian depositary receipts.
IX. Appendices
Appendix 1. The Issuer’s accounting reports for the third quarter of 2008
150
LIABILITIES
1
III. CAPITAL AND RESERVES
Authorized capital
Additional capital
Reserve capital
including:
reserves formed in compliance with the legislation:
Undistributed profit, including:
Undistributed profit of past years
Undistributed profit of the current year
TOTAL in section III
Index code
2
As of reporting year
beginning
3
As of reporting period
end
4
410
4 125 836
227 411 385
420
430
244 459
150
18 313 144
104 705
470
150
(5 974)
104 705
(181 056 073)
(5 974)
-
(182 444 663)
1 388 590
490
4 364 471
64 773 161
510
515
32 155
3 262 320
448 178
590
32 155
3 710 498
V. SHORT-TERM LIABILITIES
Loans and credits
610
581 656
10 422 402
Accounts payable
620
209 815
6 954 365
suppliers and contractors
621
34 718
5 942 796
debts to the personnel of the organization
622
2 137
53 690
debt before the state non-budget funds
623
644
7 831
taxes and dues debts
624
32 715
113 974
other creditors
625
139 601
79 434
advances received
626
-
Reserves for future expenses
627
4 485
TOTAL in section V
690
795 956
17 376 767
BALANCE
Reference on the presence of valuables accounted on offbalance accounts
700
5 192 582
85 860 426
Rented fixed assets
910
2 040
137 933
911
-
14 863
Security for liabilities and payments received
950
-
3 623 882
Security for liabilities and payments granted
960
-
2 215 803
IV. LONG-TERM LIABILITIES
Loans and credits
Deferred tax liabilities
TOTAL for section IV
including:
including by leasing
Director
E.V. Dod
(signature)
(print name)
Chief Accountant
756 640
-
A.O. Chesnokova
(signature)
(print name)
151
PROFIT AND LOSS STATEMENT
For the period from January 01 to September 30,
Form No.2 by OKUD
Date (year, month, day)
Open Joint-Stock Company INTER RAO UES
Organization
in OKPO
INN
in OKVED
Taxpayer Identification Number
electric power resale and production
Activity
CODES
0710002
2008
09
30
33741102
2320109650
51.56.4; 40.10.41
Organizational and legal form/ ownership form
in OKOPF/OKFS
in OKEI
Open Joint-Stock Company/ private ownership
Measuring unit: thousand rubles
Location (address)
47
16
384
12 Entrance 7, Krasnopresnenskaya nab., Moscow 123610
1
Revenues and expenses from ordinary activities
(Net) receipts from sales of goods, products, works, services (minus
the value-added tax, the excises and similar mandatory payments),
including:
electric power export
electric power (capacity) sales on the domestic market
electric power sales without importation on the customs territory of the RF
other
Cost price of goods, products, works, services sold
electric power (capacity) purchase on the domestic market
electric power (capacity) production
electric power import
electric power sales without importation on the customs territory of the RF
other
Gross profit
Commercial expenses
Management expenses
Profit (loss) from sales
Other revenues and expenses
Interest receivable
Interest payable
Revenues from participation in other organizations
Other revenues
Other expenses
Profit (loss) before taxation
Deferred tax assets
Deferred tax liabilities
Current profit tax
Other similar payments
Net profit (loss) in the reporting period
FOR REFERENCE
Permanent tax liabilities (assets)
Basic profit (loss) per share (in rubles)
2
3
4
010
20 068 731
011
012
013
014
020
021
022
023
024
025
029
030
040
050
12 366 085
7 548 497
62 010
92 139
(15 931 846)
(12 172 514)
(3 092 242)
550 062
550 062
-
(522 813)
(522 813)
(549 575)
-
(35 457)
-
(82 058)
-
4 136 885
(1 522 360)
(678 851)
1 935 674
27 249
27 249
060
070
080
090
100
140
141
142
150
151
201 971
(254 439)
37 408
10 774 248
(10 794 642)
1 900 220
(440 618)
5 400
(65 612)
-
(932)
71 628
(79 159)
18 786
(6 993)
1 137
-
190
1 388 590
12 930
200
201
64 555
-
1 347
-
152
BREAKDOWN OF SEPARATE PROFITS AND LOSSES
Index
For the reporting period
Description
1
Fines, penalties, and forfeits
Profit (loss) of past years
Differences in exhange rates related to
Code
2
210
220
240
Director
E.V. Dod
(signature)
" 30 "
profit
3
30 866
269 306
820 474
October
(print name)
For the same period of previous year
loss
4
(40 834)
(8 372)
(1 174 075)
profit
5
loss
6
5
82
1
554
-
-
Chief Accountant
A.O. Chesnokova
(signature)
(print name)
200 8
153