Annual report 2010

32.2. The related party transaction, namely the agreement for the acquisitionof additional shares in OAO Kubanenergo (hereinafter, the “Agreement”) shall beapproved subject to the following terms and conditions:Parties t o t he Agreement: OAO K ubanenergo (“Issuer”) and JSC ID GCHolding (“Acquirer”).Subject mat ter of t he A greement: the Issuer agrees t o transfer t o t heownership of the Acquirer, and the Acquirer agrees to accept and pay for fifteenmillion, se ven hu ndred eighty thousand, si x hu ndred (1 5,780,600) additionalordinary shares in accordance with the terms and conditions of the Agreement.Total price of the Agreement: one billion, nine hundred ninety-two million,four hundred fifty-eight thousand, five hundred fifty-six (1,992,458,556) rubles.Other material terms and conditions of the Agreement:Payment da te for sha res: not l ater t han t he deadline f or p ayment f oradditional sha res i n O AO K ubanenergo as s et fo rth i n the D ecision on t heAdditional Securities Issue of OAO Kubanenergo.Method of payment for shares: in cash in Russian rubles.Price of one share of the Issuer: 126.26 rubles.S. I. Shmatko, V. V. Kudryavy, S. V. Maslov, S. Remes,S. V. Serebryannikov, O. V. Surikov, V. V. Tatsiy, V. N. Titov, D. V. Fedorov,and P. O. Shatsky voted “For.”E. V. Dod “Abstained.”V. M. Kravchenko, deemed t o be a re lated pa rty t o the t ransaction, andN. N. Shvets and G. F. Binko, failing t o b e i ndependent d irectors, did n otparticipate in the voting.Approved by a m ajority of votes of i ndependent di rectors w ho w ere n otrelated parties to the transaction.3. Defining of the position of JSC IDGC Holding (representatives of JSCIDGC Holding) on the item on the agenda of the meeting of the Board of Directorsof OAO Kubanenergo.IT WAS RESOLVED AS FOLLOWS:Concerning the item on the agenda of the meeting of the Board of Directorsof OAO Kubanenergo “Agenda of the Annual General Meeting of Shareholders ofOAO Kubanenergo,” representatives of JSC IDGC Holding shall be instructed tovote “For” the inclusion of the following item on the agenda of the Annual GeneralMeeting of Shareholders of OAO Kubanenergo:“Approval of an agreement for the acquisition of additional shares in OAOKubanenergo between O AO Kubanenergo and JSC IDGC Holding, which is arelated party transaction.”S. I. Shmatko, N. N. Shvets, G. F. Binko, V. V. Kudryavy, S. V. Maslov,S. Remes, S. V. Serebryannikov, O. V. Surikov, V. V. Tatsiy, V. N. Titov,D. V. Fedorov, and P. O. Shatsky voted “For.”E. V. Dod “Abstained.”