Annual report 2010

5to be e ntered into b y a nd be tween OAO I ngushenergo and JSC ID GC H olding,which is a related party transaction.S. I. Shmatko, N. N. Shvets, G. F. Binko, E. V. Dod, V. M. Kravchenko,V. V. Kudryavy, M. Yu. Kurbatov, S. V. Maslov, S. Remes, S. V. Serebryannikov,O. V. Surikov, V. V. Tatsiy, and V. N. Titov voted “For.”D. V. Fedorov and P. O. Shatsky “Abstained.”Approved by a majority of votes.5. Approval o f t he A greement f or t he R etirement of O AO K almenergo’sPromissory Note Through the Issue of OAO IDGC of the South’s New PromissoryNote to be entered into by and between JSC IDGC Holding and OAO IDGC of theSouth, which is a related party transaction.IT WAS RESOLVED AS FOLLOWS:The Agreement for the Retirement of OAO Kalmenergo’s Promissory NoteThrough the Iss ue of OAO ID GC o f the So uth’s N ew P romissory Note b etweenOAO ID GC of the So uth and JSC ID GC Holding, w hich i s a re lated pa rtytransaction (her einafter, t he “A greement”), s hall be approved subject t o thefollowing material terms and conditions:Parties to the Agreement: OAO IDGC of the South as the promisor and JSCIDGC Holding as the promisee;Subject m atter o f t he Agreement: the ob ligation re lated to t he pr omissorynote issued by OAO Kalmenergo on October 20, 2005, with a par value of threehundred twelve million, nine hundred thousand (312,900,000.00) rubles payable atsight but not earlier than April 15, 2006, with OAO IDGC of t he South acting asthe succeeding obligor is replaced through the issue by OAO IDGC of the South ofa ne w pr omissory note w ith a pa r va lue o f t hree hun dred t welve m illion, ni nehundred thousand (312,900,000.00) rubles payable at sight but not earlier than July1, 2012;Purchase pr ice of t he pr omissory n ote: three hundred t welve m illion, n inehundred thousand (312,900,000.00).S. I. Shmatko, E. V. Dod, V. M. Kravchenko, V. V. Kudryavy,M. Yu. Kurbatov, S. V. Maslov, S. Remes, S. V. Serebryannikov, O. V. Surikov,V. V. Tatsiy, and V. N. Titov voted “For.”D. V. Fedorov and P. O. Shatsky “Abstained.”N. N. Shvets a nd G . F. Binko, failing t o b e i ndependent directors, did notparticipate in the voting.Approved by a m ajority of votes of i ndependent directors w ho w ere n otrelated parties to the transaction.6. Approval of t he A greement for t he Ret irement of O AO K arachayevo-Cherkesskenergo’s P romissory N otes Through t he I ssue of Karachayevo-Cherkesskenergo’s New Promissory Note to be entered into by and between JSC