Annual report 2010

3Term of t he A greement: the A greement b ecomes ef fective (is deemed t ohave b een ent ered i nto) as of i ts e xecution by t he Pa rties or t heir authorizedrepresentatives and remains in full force and effect until the Parties perform theirrespective obligations.Other material terms and conditions of the Agreement:Method of payment for shares: in cash in Russian rubles.S. I. Shmatko, S. R. Borisov, V. A. Gulyaev, V. V. Kudryavy,G. P. Kutovoy, S. V. Maslov, S. Remes, S. V. Serebryannikov, V. V. Tatsiy,A. P. Terekhov, V. N. Titov, I. V. Khvalin, and P. O. Shatsky voted “For.”N. N. Shvets and V. M. Kravchenko, deemed t o be r elated p arties t o t hetransaction, did not participate in the voting.Approved una nimously by independent di rectors who w ere no t re latedparties to the transaction.3. Approval of an agreement for the acquisition by J SC IDGC Holding ofadditional ord inary sha res i n O AO K ubanenergo i n t he pr ocess of JSC ID GCHolding’s exercising its preemptive ri ght in re lation thereto, w hich is a relatedparty transaction.IT WAS RESOLVED AS FOLLOWS:3.1. The value of additional shares in OAO Kubanenergo that are acquiredunder an agreement to be entered into by and between OAO Kubanenergo and JSCIDGC H olding f or t he a cquisition of a dditional o rdinary shares i n O AOKubanenergo sha ll be two bi llion, t hree hu ndred e ighty-four m illion, f orty-onethousand, five hundred twenty-seven (2,384,041,527) rubles and 12 kopecks.3.2. The related party transaction, namely the agreement for the acquisitionof additional ordinary shares in OAO Kubanenergo (hereinafter, the “Agreement”),shall be approved subject to the following terms and conditions:Parties t o t he Agreement: OAO K ubanenergo (“Kubanenergo”) and JSCIDGC Holding (“Buyer”).Subject matter of the Agreement: Kubanenergo transfers to the ownershipof t he Buyer, and t he Bu yer accepts a nd pays f or t welve m illion, e ight hu ndredninety-two t housand, t wo hu ndred eighty-six ( 12,892,286) additional or dinaryshares of Kubanenergo at a price of 184.92 rubles per share to be placed through apublic off ering in t he p rocess of the Buyer’s exercising i ts preemptive ri ght i nrelation thereto in accordance with the terms and conditions of the Agreement.The total price of Kubanenergo’s shares purchased by the Buyer under theAgreement i s two billion, t hree hu ndred ei ghty-four m illion, f orty-one t housand,five hundred twenty-seven (2,384,041,527) rubles and 12 kopecks.Term of the A greement: the A greement becomes effect ive ( is d eemed tohave be en e ntered i nto) a s of i ts e xecution by t he Pa rties or t heir authorizedrepresentatives and remains in full force and effect until the Parties perform theirrespective obligations.Other material terms and conditions of the Agreement: