Contents


4
The Address of the Chairman of the JSC “OGK-6” Board of Directors Denis Vladimirovich Fedorov
5
The Address of the General Director of JSC “OGK-6” Alexey Alexandrovich Mityushov
6
30
44
58
76
88
98
124
130
136
150
172
3
4
DENIS VLADIMIROVICH FEDOROV

the address
of the ChaIrman of the JSC "OGK-6"
DENIS VLADIMIROVICH FEDOROV



DEAR SHAREHOLDERS

JSC OGK-6 is one of Russia's leading generating companies. The Company is part of the GAZPROM Group which is the largest producer of electricity in Russia. GAZPROM has an unprecedented investment program which is aimed at construction and modernization of capacities in order to renew the country's electric power industry.

Our priorities include implementing the most advanced technologies which will signal a new stage in both gas and coal-fired generation.

The introduction of modern combined cycle technology at OGK-6 plants means bringing standards of PF for power units to a considerably higher level, considerably reducing fuel consumption, significantly improving the plants' ecological indicators and the efficiency of energy production. Thus, implementing the CCGTU-420 investment project at Ryazanskaya GRES increases the PF of the power unit from 39 to 44% and the CCGTU-800 at Kirishskaya GRES from 33 to 55%.

In 2009, the major modernization of power unit No.7 at Novocherkasskaya GRES was completed. It allowed the fuel mix to be fully diversified so that the plant could work with both coal and gas, which made it a great deal

more competitive on the non-regulated market and allowed for considerable savings on fuel.

Construction work continues at Novocherkasskaya GRES on unit No. 9 using circulating fluidized bed technology. CFB technology allows cheap local coal to be used, making the plant more environmentally friendly.

It is by no means inconsequential that a substantial portion of the equipment used in implementing all these projects was manufactured in Russia.

In 2009, the Company performed successfully: it provided uninterrupted generation of energy and net profit grew 3.5 times.

This was the result of the combined efforts of the Board of Directors and company executives, aiming to increase the effectiveness of management, reduce operational costs, improve organizational structure, ensure financial stability and improve cooperation with infrastructural organizations.

OGK-6's performance continues to strengthen our confidence that the task of increasing the economic effectiveness in Russian electricity generation will succeed.

I am confident that the Company's focused development will result in a significant contribution to establishing a state-of-the-art electric power sector in Russia.

ALEXEY ALEXANDROVICH MITYUSHOV

the address
of the General dIreCtor of JSC "OGK-6"
ALEXEY ALEXANDROVICH MITYUSHOV



DEAR SHAREHOLDERS

2009 was a difficult year for the entire Russian economy. In the wake of the recession in the industrial production sector, electricity consumption fell by 5%. As a result, the generation of electricity at JSC "OGK-6" plants likewise fell.

In these conditions, the Company's management carefully studied the changes which had taken place and tried to use all available opportunities to increase work efficiency. With the reduction in energy consumption came a reduction in prices on the non-regulated segment of the market. At the same time, changes in market conditions allowed the Company to generate income. Reducing the loading of our plants reduced generation of electricity however this was accompanied by a significant drop in costs in the purchase of fuel.

JSC "OGK-6" performance in cost management was remarkable. In 2009, production costs fell by 10%. This was possible thanks not only to cost reductions due to the decrease in generation but also to the introduction of modern technologies. For example, when implementing a fuel strategy, the Company introduced mathematical modelling methods in order to formulate medium-term energy consumption forecasts. This prevented the build up of surplus fuel reserves in warehouses and reduced the amount of "frozen" current assets.

Furthermore, by creating a competitive environment and entering into long-term agreements, the Company was able to reduce the 2008 prices of several types of coal.

As a result, in 2009, the Company performed well both financially and economically. Through reducing electricity generation, revenue remained close to 2008 levels while profit grew 3.5 times to 2.813 million roubles. The main financial and economic performance data (such as liquidity and financial soundness indicators, level of accounts payable and accounts receivable) serves as evidence of Company stability. The low debt level reflects the Company's solvency and purchasing power

While striving to improve financial and economic indicators, the JSC "OGK-6" team has not neglected its central task - to provide reliable and uninterrupted generation of electricity. In order to achieve this, overhaul and mid-life repairs of equipment with capacities of 2.093 MW and steaming capacities of 7.680 tons per hour were carried out. The management of repair processes which took into consideration the priority of measures, raising the requirements for contractors and suppliers of equipment, the regulation of planning processes and the progress of repairs allowed the past year to remain accident-free.

In conclusion, 2010 will be a year for testing the capabilities of the entire Company team: energy consumption is increasing once more as well as the share of the non-regulated market; the CCGTU-420 investment project at Ryazanskaya GRES will be completed and CCGTU-800 at Kirishskaya GRES will enter its final stage. We are prepared to do whatever is necessary in order to achieve our primary goals: reliable and uninterrupted generation of electricity and capacity and securing profits for our shareholders.

5
8
1

Information on the Company and its Position in the industry



1.1. A Brief Review of the Company’s history

The Company’s Priorities

The Sixth Wholesale Power Market Generating Company Open Joint-Stock Company (JSC "OGK-6" was founded by the Decree of JSC RAO "UES of Russia" dd. March 16, 2005 as part of reforming the electric power industry. On March 17, 2005 JSC "OGK-6" was registered at the Inspectorate of the Federal Tax Service of Russia for the Leninsky District of Rostov-on-Don.

Wholesale generating companies (OGKs) were created on the basis of large power plants belonging to JSC RAO "ES of Russia". The assets of JSC "OGK-6" were selected according to common principles for all wholesale generating companies. All OGKs are created according to an extraterritorial standard: they include plants located in different parts of the country in order to avoid the possibility of one company becoming a monopoly in a particular region.

The total installed electric capacity of the plants constituting JSC "OGK-6" amounts to 9.052 MW. The total installed heat capacity of JSC "OGK-6" is 2.704 Gcal/h.

As the sole founder, JSC RAO "ES of Russia" contributed almost 100% of the shares held by four companies to pay for the charter capital: JSC Novocherkasskaya GRES, JSC KiGRES, JSC Ryazanskaya GRES and JSC KGRES-2, leaving in its possession one share of each of the companies. In May 2006, the

controlling stock of JSC "RES-24" and JSC Cherepovetskaya GRES were also contributed to pay for additional shares of JSC "OGK-6".

After the JSC-plants were joined on September 29, 2006, JSC "OGK-6" became a single operating company. Branches of JSC "OGK-6" were created on the basis of the former JSC Novocherkasskaya GRES, JSC KiGRES, JSC Ryazanskaya GRES and JSC KGRES-2, JSC Cherepovetskaya GRES and JSC "GRES-24".

On July 1, 2008 JSC "OGK-6" completed its reorganization, and as a result JSC "OGK-6 Holding" spun off from JSC RAO "UES of Russia" and joined JSC "OGK-6". As a consequence, JSC "OGK-6" shares held by JSC RAO "UES of Russia" were distributed among the shareholders of JSC RAO "UES of Russia".

Main activities of JSC "OGK-6" are generation of electricity and heat as well as supplying (selling) electricity and heat to consumers. Within this framework JSC "OGK-6" maintains operation of power equipment in compliance with the current regulatory requirements, carries out timely and quality repairs, technical modernization and reconstruction of power facilities.


The Company's Mission:

"Reliable and effective generation and supply of electricity and heat in order to meet the needs of the public, enterprises and organizations in Russia."

The total installed electric capacity of the plants constituting JSC "OGK-6"amounts to9,052 MW.



The total installed heat capacity of JSC "OGK-6" is2,704Gcal/h.

1.2. Information on Plants1



Plant name Installed electric
capacity, MW
Installed heat capacity
(including water boilers), Gcal/h
Location Main / reserve fuel /
starting fuel
Ryazanskaya GRES 1-6
Units 1-6
2,650 180 Center UPS Gas, coal / fuel oil / gas, fuel oil
Ryazanskaya GRES
Unit 1 (GRES-24)
310 Center UPS Gas / no / no
Novocherkasskaya GRES 2,112 75 South UPS Coal / gas / gas, fuel oi
Kirishskaya GRES 2,100 1,234 Northwest UPS Gas / fuel oil / gas, fuel oil
Krasnoyarskaya GRES-2 1,250 1,176 Siberia UPS Coal / no / fuel oil
Cherepovetskaya GRES 630 39 Center UPS Coal / gas / gas, fuel oi
Total: 9,052 2,704    






INSTALLED ELECTRICITY AND HEAT CAPACITIES OF OGK-6
as of the end of 2009 (mw, Gcal/h)

INSTALLED ELECTRICITY AND HEAT CAPACITIES OF OGK-6 as of the end of 2009 (mw, Gcal/h)







1For a full description of JSC “OGK-6” primary equipment see Appendix 4.
9
10

RYAZANSKAYA GRES (RGRES)
AND GRES-24 (OR UNIT NO. 7 RGRES)


RYAZANSKAYA GRES (RGRES) AND GRES-24 (OR UNIT NO. 7 RGRES)

Ryazanskaya GRES and GRES-24 are located in the town of Novomichurinsk of the Ryazan Region, 80 kilometers south of Ryazan and 285 km to the southeast of Moscow.

Ryazanskaya GRES is one of the five largest Russian power plants in terms of installed capacity. The installed capacity of the plant is 2.650 MW.

The first order primary fuel is: approximately 70% is brown coal from the Kansko-Achinsky coal basin and about 30% is brown coal from Podmoskovny coal basin (2BR-grade). The second order primary fuel is natural gas. Reserve fuel is fuel oil and starting fuel is gas and fuel oil. The 800 MW units of Ryazanskaya GRES are the most effective condensation sources among both load following and baseload installations with the exception of the 1.200 MW units of the Kostromskaya GRES. Ryazanskaya GRES is one of the primary suppliers on the regional balancing market of electric power.

On October 8, 2008 GRES-24 with an installed capacity of 310 MW joined Ryazanskaya GRES. The UES System Operator has GRES-24 registered as a separate plant with its own tariffs. The primary fuel is gas, there is no reserve fuel. At present the implementation of an investment project for Adding a 310 MW Gas Turbine to a Steam Power Plant is being completed at GRES-24. After bringing in modernized unit No. 7 RGRES (GRES-24), its specific consumption of equivalent fuel will be 279.5 g/kWh.

The primary competitors are Mosenergo, TGK-4, GRES-4 (Kashirskaya) of OGK-1, Kostromskaya and Cherepetskaya GRES of OGK-3, GRES-5 (Shaturskaya) and Smolenskaya GRES of OGK-4, Konakovskaya GRES of OGK-5. Apart from that, Novovoronezhskaya, Kalininskaya, Smolenskaya NPP and Volzhskaya HPP supply power into the 500 kW grid and there is flow from UPSs of the Mid-Volga and Urals regions.

RYAZANSKAYA GRES (RGRES) AND GRES-24 (OR UNIT NO. 7 RGRES)

Ryazanskaya GRES (RGRES)

  •  
    2,650 MW

    The installed electric capacity is

  •  
    180  Gcal/h

    The installed heat capacity is

  •  
    Primary fuel - brown coal
    70% — Kansko-Achinsky coal basin
    30% — Podmoskovny coal basin
     

    Reserve fuel - fuel oil

     

    Starting fuel - gas , fuel oil
  •  
    6,799 million kWh

    Electricity Generation

  •  
    8,477 million kWh

    Electricity Sales

  •  
    260 thousand Gcal

    Heat Supply

     
    29 %

    CF

  •  
    348 gef/kWh

    SCEF

     
    1,444 people

    Headcount



  • Fuel Mix
    Coal
    26%
    Fuel oil
    0.2%
    Gas
    74%
  • Fuel Consumption
     
    Gas
     
    Coal
     
    Fuel oil
    1,438.4
    mln.m³
    1,375.6
    thousand tons
    4.52
    thousand tons

GRES-24 (or unit No. 7 RGRES)

  •  
    310 MW

    The installed electric capacity is

  •  

    Primary fuel — gas
  •  
    594 million kWh

    Generation

  •  
    1,195 million kWh

    Electricity Sales

  •  
    22 %

    CF

  •  
    335 gef/kWh

    SCEF

  •  

    Induded in the staff o

    Ryazanskaya GRES



  • Fuel Mix
    Gas
    100%
  • Fuel Consumption
     
    Gas
     
    Coal
     
    Fuel oil
    165.5
    mln. m³
11
12

NOVOCHERKASSKAYA GRES (NCHGRES)


NOVOCHERKASSKAYA GRES (NCHGRES)

Novocherkasskaya GRES is located in Donskoi settlement in the Rostov Region, 53 km to the southeast of Rostov-on-Don. The installed capacity of the plant is 2.112 MW.

The plant's primary fuel is Ash-grade coal from the Rostov coal basin (Almaznaya mine, Chikh mine, Sadkinskaya, Gukovugol mines and Sherlovskaya-Naklonnaya mine), Kuznetsk coal (Kaltansky and Krasnobrodsky coal strip mines) and natural gas. The reserve fuel is gas, the starting fuel is gas and fuel oil.

The plant is part of the North Caucasus UPS, the main competitors are gas-powered Stavropolskaya and Nevinnomysskaya GRES. Peak regulation is carried out by Tsimlyanskaya HPP. It is expected that the plant will be mainly loaded in basic mode and also participate in the balancing market. The plant generates over 15% of North Caucasus UPS consumption.

The plantӳ capacity is not limited by factors of a seasonal nature.

NOVOCHERKASSKAYA GRES (NCHGRES)








  •  
    2,112  MW

    The installed electric capacity is

  •  
    75 Gcal/h

    The installed heat capacity is (including water boilers)

  •  
    Primary fuel - Ash-grade coal from
    the Rostov, Kuznetsk coal basin
     

    Reserve fuel — gas

     

    Starting fuel — gas, fuel oil
  •  
    9,213 million kWh

    Electricity Generation

  •  
    8,951 million kWh

    Electricity Sales

  •  
    96 thousand Gcal

    Heat Supply

  •  
    50 %

    CF

  •  
    373 gef/kWh

    SCEF



  • Fuel Mix
    Gas
    34%
    Fuel oil
    0.1%
    Coal
    66%
  • Fuel Consumption
     
    Gas
     
    Coal
     
    Fuel oil
    948.9
    mln. m³
    2,949.8
    thousand tons
    2.28
    thousand tons


  •  
    1,298 people

    Headcount

13
14

KIRISHSKAYA GRES (KIGRES)


KIRISHSKAYA GRES (KIGRES)

Kirishskaya GRES is located in Kirishi, 150 km to the southeast of St. Petersburg. The stalled capacity of the plant is 2.100 MW.

When the plant was under construction the designed type of fuel was fuel oil. Subsequently, generation units 1-6 of the ondensation section of the plant and boilers 1T-6T of the heat-extraction section were onverted to natural gas firing. Currently natural gas is used as the primary fuel for e plant. Reserve fuel is M-100-grade fuel l supplied by Kirishi refinery (LLC KINEF). Starting fuel is gas and fuel oil.

The plant is a part of Northwest UPS, the enerating capacity of which is also comprised of Leningradskaya NPP, Pskovskaya GRES (OGK-2), HPP and CHPP TGK-1 and Northwestern CHPP. Apart from Kirishskaya GRES, only approximately 400 MW of HPP TGK-1, condensate production CHPP 22 (South) and CHPP 21 (North) as well as reversible flow from Karelenergo (at 330 kW voltage) and Central UPS, may be attributed

to the regulating sources of the central part of the UPS. The aggregate regulation capacity of these sources in the winter period is less than the capacity of Kirishskaya GRES and does not meet the needs of the central part of the UPS for regulation which makes the plant the key frequency and capacity regulator in the system. Kirishskaya GRES units operating in the load following mode are the primary source of power for the balancing market in the region. The system operator assigns a fairly high load to the plant using it as a regulator to ensure system reliability.

Capacity limitations

Kirishskaya GRES has some limitations of a seasonal nature:

  • — from December to March —300 MW (14.3% of the installed capacity);
  • — from July to August —600 MW (28.6%).

This is due to the presence of whitefish species in the Volkhov River which imposes some limitations on the temperature of water discharged by the plant.

KIRISHSKAYA GRES (KIGRES)






  •  
    2,100 MW

    The installed electric capacity is

  •  
    1,234  Gcal/h

    The installed heat capacity is
    (including water boilers)

  •  

    Primary fuel — gas

     

    Reserve fuel — M-100-grade fuel oil supplied by Kirishi refinery (LLC KINEF)
     

    Starting fuel — gas, fuel oil
  •  
    4,956 million kWh

    Electricity Generation

  •  
    7,438 million kWh

    Electricity Sales

  •  
    2,648 thousand Gcal

    Heat Supply

  •  
    27 %

    CF

  •  
    350 gef/kWh

    SCEF



  • Fuel Mix
    Gas
    98%
    Fuel oil
    2%
  • Fuel Consumption
     
    Gas
     
    Coal
     
    Fuel oil
    1,693.4
    mln. m³
      34.32
    thousand tons


  •  
    872 people

    Headcount

15
16

KRASNOYARSKAYA GRES-2 (KGRES-2)


KRASNOYARSKAYA GRES-2 (KGRES-2)

Krasnoyarskaya GRES-2 is located in Zelenogorsk, 167 km to the east of Krasnoyarsk. The installed capacity of the plant is 1.250 MW.

The primary fuel is brown coal from the Irsha-Borodinsky coal strip mine of the Kansko-Achinsky coal basin, 2BR-grade. There is no reserve fuel and the starting fuel is fuel oil.

The competitive environment includes HPPs of the Angaro-Eniseisky Cascade (regulation and base capacity), efficient thermal generation by the Nazarovskaya GRES (500 MW unit), Berezovskaya GRES and the plants of the former Kuzbassenergo. The plant's load in many ways depends on seasonal factors such as the level of water in the reservoirs and the air temperature. In 2009 after the accident at Sayano-Shushenskaya HPP, the generation of Krasnoyarskaya GRES-2 demonstrated persistent growth due to capacity constraints arising at Siberian UPS

Capacity limitations

Krasnoyarskaya GRES-2 has a seasonal capacity limitation from 15 to 30 MW

  • from January to May –20 MW (1.6% of the installed capacity);
  • from June to August –30 MW (2.4% of the installed capacity);
  • September –16 MW (1.2% of the installed capacity);
  • from October to December –21 MW (1.7% of the installed capacity);

The limitations are because of the insufficient thermal load of PT type turbines at plants 9 and 10 (due to the lack of a steam consumer and a design peculiarity of the operated units)

KRASNOYARSKAYA GRES-2 (KGRES-2)
  •  
    1,250 MW

    The installed electric capacity is

  •  
    1,176  Gcal/h

    The installed heat capacity is(including water boilers)

  •  
    Primary fuel — brown coal from the Irsha-Borodinsky coal strip mine of the Kansko-Achinsky coal basin, 2BR-grade

     

    Reserve fuel — n/a

     

    Starting fuel — fuel oil
  •  
    5,019 million kWh

    Electricity Generation

  •  
    5,450 million kWh

    Electricity Sales

  •  
    1,260 thousand Gcal

    Heat Supply

  •  
    46 %

    CF

  •  
    390 gef/kWh

    SCEF



  • Fuel Mix
    Coal
    99.8%
    Fuel oil
    0.2%
  • Fuel Consumption
     
    Gas
     
    Coal
     
    Fuel oil
      3,560.2
    thousand tons
    3.36
    thousand tons


  •  
    1,020 people

    Headcount

17
18

CHEREPOVETSKAYA GRES (CHGRES)


CHEREPOVETSKAYA GRES (CHGRES)

Cherepovetskaya GRES is located in the Kadui settlement of the Vologda Region, 50 km west of Cherepovets. The installed capacity of the plant is 630 MW.

The primary fuel for the plant is DSSH and DMSSH-grade coal from: Khakassia (Stepnoy coal strip mine, Chernogorskaya Coal Company Khakassrazrez-Ugol, Vostochno-Beisky), Inta (Intaugol) and Kuznetsk (Evtinsky and Zadubovsky coal strip mines) and natural gas. The reserve fuel is gas, the starting fuel is gas and fuel oil.

The competitors of Cherepovetskaya GRES are plants connected to the region via 500 kW power lines i.e. Kostromskaya and Konakovskaya GRES (flexible generation) and Kalininskaya NPP (750 kW base schedule). Cherepovetskaya GRES has a competitive advantage of being able to use both coal and gas for power generation

The plant's capacity is not limited by factors of a seasonal nature..

CHEREPOVETSKAYA GRES (CHGRES)
  •  
    630 MW

    The installed electric capacity is

  •  
    39  Gcal/h

    The installed heat capacity is (including water boilers)

  •  
    Primary fuel — DSSH and DMSSH-grade coal and natural gas

     

    Reserve fuel — gas

     

    Starting fuel — gas, fuel oil
  •  
    2,373 million kWh

    Electricity Generation

  •  
    2,487 million kWh

    Electricity Sales

  •  
    113 thousand Gcal

    Heat Supply

  •  
    43 %

    CF

  •  
    377 gef/kWh

    SCEF



  • Fuel Mix
    Coal
    37%
    Gas
    63%
    Fuel oil
    0.1%
  • Fuel Consumption
     
    Gas
     
    Coal
     
    Fuel oil
    469.8
    mln. m3;
    459.5
    thousand tons
    0.79
    thousand tons


  •  
    586 people

    Headcount

19
20

1.3. Main Events of 2009

  • April 21 JSC "OGK-6" paid the coupon yield on the fourth coupon of JSC "OGK-6" bonds in the amount of 37.65 rubles per bond at the annual rate of 7.55%. The total amount of payment on the fourth coupon was 108.2 million rubles.
  • 21 April 23 JSC "OGK-6" was named a prizewinner at a competition called "Socially Effective Organization in the Electric Power Sector- 2009". The company was awarded first place in the category "Best Socially Effective Generating Organization in the Electric Power Sector."The competition has been held annually by the Employers" Association of the Electric Power Sector together with the nongovernmental organization "All-Russian Electrounion" since 2005. This year 30 generating, network, sales and maintenance power companies took part.
  • June 1 Major repairs of power unit No. 7 (GRES-24) were started at Ryazanskaya GRES with the aim of installing a gas turbine produced in Russia, gas condensation heaters and bottom burners, reconstructing gas and air ducts and replacing the generator of the steam turbine as part of an investment project for Adding a 310 MW Gas Turbine to a Steam Turbine Plant, as well as carrying out repair work on the boiler super heater and steam turbine equipment.
  • June 8 The Meeting of JSC "OGK-6" shareholders passed a resolution on not paying dividends following the results of 2008. It was further resolved to allocate the undistributed profit of 479,954,000 rubles for the reporting period to priority investment projects (439,706,000 rubles) and to a reserve fund (40,248,000). The Annual General Meeting of Shareholders elected a new Board of Directors made up of 11 people and a new Audit Commission of 5 people, approved Closed Joint-Stock KPMG as the Company Auditor, approved the new version of the JSC "OGK-6" Charter, internal documents regulating the activity of Company bodies (Regulation on the General Meeting of Shareholders, Regulation on the Board of Directors, Regulation on the General Director, Regulation on the Management Board) and approved a number of related party transactions which may be completed by JSC "OGK-6" in the future as part of regular business activity.
  • July 1 On July 1, 2009 the location (legal address) of JSC "OGK-6" was changed due to the approval of a new version of the JSC "OGK-6" Charter by the annual General Meeting of Company' Shareholders. The new legal address for JSC "OGK-6" is: Building 3, 101 Prospekt Vernadskogo, Moscow.
  • July 6 JSC "OGK-6" obtained a positive expert opinion from the Federal State Institution Glavgosexpertiza (Main Department of State Assessment) on the project documentation (Feasibility Report) for Construction of power unit No. 9 using circulating fluidized bed technology (CFB) Project at Novocherkasskaya GRES. It is the first generation unit in Russia with a boiler using circulating fluidized bed technology (CFB). The project documentation was prepared by Rostovteploelektroproekt, a branch of JSC South Energy Engineering Center. The project includes the construction of power unit No. 9 at Novocherkasskaya GRES with a single-shell boiler unit using circulating fluidized bed technology produced by JSC EMAlliance (Russia) together with Foster Wheeler (Finnish subdivision), a K-330-23.5 steam turbine produced by JSC Turboatom (Ukraine) and a TPB-330-2MY3 produced by State Enterprise Elektrotyazhmash (Ukraine).
  • July 9 Power unit No. 7 of Novocherkasskaya GRES was put into operation after major reconstruction and modernization work was carried out. In the context of this project, the steam turbine and auto regulation system were replaced and reconditioning repairs were carried out on primary and auxiliary equipment. The operational life of the unit increased by 200,000 operational hours (20 –25 years). Costs for the modernization project were about 1.5 billion rubles (taking into account repair work on the boiler unit). It became possible to fully diversify the fuel mix: the generation unit can run fully both on coal and on gas.Thanks to the reconstruction of the turbine, the specific heat consumption for the turbine plant was cut to 1,848.9 kcal/kWh. The specific consumption of fuel for a nominal load was reduced to 45 grams per one kilowatt-hour. According to preliminary forecasts, in 2009 the economy already consists of more than 75,000 tons of equivalent fuel (about 100,000 tons of coal in physical terms or 1,530 wagons), and the volume of ash and slag waste has been reduced by 16,400 m3. The auto regulation system replacement has increased the effectiveness of the unit's work and ensured compliance with System Operator Requirements for Working on the Wholesale Electricity Market. The reconstruction of power unit No. 7 allowed an aggregate to be created with higher economic and technical indicators in comparison with other units of Novocherkasskaya GRES, and increased the reliability of power (supply) systems in the South of Russia.August 17 The Krasnoyarskaya GRES-2 branch of JSC "OGK-6" received a commission from the Krasnoyarsk Regional Dispatch Department to reach their maximum load within the shortest term possible because of the accident at Sayano-Shushenskaya HPP. An Emergency Response Team was created to coordinate work on increasing the load at Krasnoyarskaya GRES-2 which would also involve solv-ing fuel supply issues. In August 2009, Krasnoyarskaya GRES-2 generated 361 million kWh of electricity which was 38.8% higher than the target indicators. The targets for the System Operator of the Krasnoyarsk Regional Dispatch Department of Siberia were met in full. The generation increase was due to the plant being fully loaded as a result of the accident at Sayano-Shushenskaya HPP. In August 2009, 29,217 thousand Gcal of heat was generated which was 18% higher than business plan indicators and 6.4% more than the previous period. The hot water parameters were in line with the targets set by the dispatcher from the municipal enterprise Heating Lines.
  • August 17 The Krasnoyarskaya GRES-2 branch of JSC "OGK-6" received a commission from the Krasnoyarsk Regional Dispatch Department to reach their maximum load within the shortest term possible because of the accident at Sayano-Shushenskaya HPP. An Emergency Response Team was created to coordinate work on increasing the load at Krasnoyarskaya GRES-2 which would also involve solving fuel supply issues.In August 2009, Krasnoyarskaya GRES-2 generated 361 million kWh of electricity which was 38.8% higher than the target indicators. The targets for the System Operator of the Krasnoyarsk Regional Dispatch Department of Siberia were met in full. The generation increase was due to the plant being fully loaded as a result of the accident at Sayano-Shushenskaya HPP. In August 2009, 29,217 thousand Gcal of heat was generated which was 18% higher than business plan indicators and 6.4% more than the previous period. The hot water parameters were in line with the targets set by the dispatcher from the municipal enterprise Heating Lines..
  • August 31 Siemens Gas turbine units were delivered to Kirishskaya GRES for construction of CCGT-800. The delivery of equipment took about two weeks. On the 12th of August gas turbine units with a combined mass of 2,600 tons were sent from the manufacturer to the Dutch port of Rotterdam where they were loaded on a ship bound for Saint Petersburg; then they were dispatched on two river barges to a wharf on the Chernaya River, 3.5 km from Kirishskaya GRES. Unloading the large equipment using the RoRo method took 4 days; then two coupled towing vehicles delivered the equipment to the construction site. The remaining auxiliary GTU equipment was transported from the Saint Petersburg port warehouse using 120 mid-sized and 32 large vehicles. The generators and gas turbines will be installed in the main building of CCGTU-800 using two heavy-duty overhead travelling Demag cranes with a load bearing capacity of 165 tons. At the same time installation of the gas turbine equipment will begin.
  • September 22 The JSC "OGK-6" Annual Report for 2008 won first prize in the category of "Power Industry Report" in the VI Open Competition for Annual Reports of Joint-Stock Companies held in the context of the International Investment Forum "Sochi-2009". In 2009, 79 companies from key branches of the Russian economy took part in the competition
21
22
  • October 9 JSC "OGK-6"was authorized to construct Power Unit No. 9 with CFB technology at Novocherkasskaya GRES. The resolution was passed on the basis of the positive expert opinion from FSI Glavgosexpertiza on the approved part of the project documentation for the investment project. Authorization documents were issued by the Architecture and Town Planning Department for the city of Novocherkassk and by the Architecture Section for the Oktyabrsky District of the Rostov Region..
  • October 23 JSC "OGK-6" paid 108.2 million rubles for repayment of the fifth coupon of series 01 bonds. The size of the yield on the fifth coupon per security is 37.65 rubles at the annual rate of 7.55%.
  • November 17 JSC "OGK-6" received an Inspection Report for preparedness to work during the fall-winter maximum load period. The preparedness of the Company for work during the fall-winter period was assessed by a commission which included representatives from the Ministry of Energy, System Operator, Rostekhnadzor, Gazprom Energyholding and JSC "OGK-6" All JSC "GK-6" branches had previously received certificates of preparedness. To prepare the Report, the preparedness for work at low temperature conditions was approved at all plants as well as the complete fulfillment of industrial safety requirements during the use of production units. Emergency and fire-prevention training was conducted in groups and an essential store of equipment and parts was created for emergency repair work. Primary and reserve dispatch channels were organized in full at all branches as well as channels for telemetric information transmission. All measures have been taken in order to ensure reliable and uninterrupted power supply to all consumers for the coming winter.
  • November 20 The Commission for the Ministry of Energy of the Russian Federation conducted an inspection during the implementation of the JSC "OGK-6" investment project for Adding a 310 MW Gas Turbine to Ryazanskaya GRES Steam Turbine Plant (CCGT Unit- 420). It had no comments or criticisms for the Company. During the inspection, the whole project was examined: project documentation, equipment systems, network diagrams, construction plans, various instructions and storage conditions for unit parts etc. All primary equipment and a large portion of the auxiliary equipment has been manufactured and delivered to Ryazanskaya GRES. The Commission noted that work at the plant is carried out around-the-clock by more than 500 contract staff. The primary stages of work are 80–90% completed. The operating employees had undergone the appropriate training and were prepared to work. In the Inspection Report it was also noted that putting a CCGT Unit-420 into operation as intended (by December 31, 2009) was impossible due to the primary equipment being delayed by its manufacturers for a period of 4 to 6 months. The Ministry of Energy Commission suggested that JSC "OGK-6" develop compensatory measures to provide for 72 hours of comprehensive testing on the modernized power unit no later than April 2010.
  • November 21 After successful acceptance tests on the test bench at Ivanovskaya GRES, a GTE-110 gas turbine engine produced by JSC NPO Saturn was delivered to Ryazanskaya GRES. Delivery by rail took just over a week. The mass of the equipment is 60 tons. The installation of a GTE-110 gas turbine engine in the context of a large JSC "OGK-6" investment project to Add a 310MW Gas Turbine to a Steam Turbine Plant (CCGT Unit-420) shall be carried out by contractor Sphera LLC. Comprehensive testing of the CCGT-420 at Ryazanskaya GRES is planned for the start of 2010.
  • November 24 A generator produced by Kharkov factory Elektrotyazhmash was delivered to Ryazanskaya GRES as part of an investment project to construct a CCGT Unit-420. The delivery of the equipment by rail (with a total mass of 300 tons) took 12 days. It required 2 bays and 5 carriages.
  • November 25 The JSC "OGK-6" Annual Report for 2008 was ranked first in the territorial category "Best Company Annual Report of the Southern Federal District" at the 12th Annual Federal Competition of Annual Reports and Websites organized by Securities Market magazine and MICEX Stock Exchange.In addition to this, the JSC "OGK-6" Annual Report won two prizes at the 12th Annual Reports Contest held by RTS Stock Exchange: first place out of the annual reports of companies in the Southern Federal District and third place in the category of "Best Information Disclosure in an Annual Report by Companies with Capitalization from 10 to 100 billion rubles."
23
24

1.4. Information on Risks and the Risk Management System


Company’s Risk Management Policy

Risk management is viewed as one of the most important elements of strategic management and internal control which ensures raising the quality of corporate governance, financial stability, maintaining the business development strategy and fulfilling the Company's mission.

To implement the unified risk management policy which began in 2005 the Company has been introducing the integrated risk management system (IRMS) on a stage-by-stage basis.


  • 1.The initial (basic) stage of IRMS introduction was characterized by creating a corporate risk optimization mechanism by insurance outsourcing (transferring certain risks to insurance companies for a fee).
    It ensured stability and optimal protection of the Company from the external and internal risks inherent to the core activity of the Company under the specified conditions.
    At present risk management on this stage is carried out along the following lines:

  • 1.1.To manage the proprietary and social risks inherent to industrial activity, a program of insuring all types of risks which are accepted by insurance companies is being developed and implemented (annually). The work aimed at improving such criterion as "quality/cost" of insurance programs is being carried out continuously.

  • 1.2.As part of managing social risks, programs of non-governmental pension provision and personal insurance are being developed and implemented for the Company's employees. These programs raise the level of social protection and motivation of the Company's employees and improve the mechanism of recruiting and retaining highly qualified staff.

  • 1.3.In the context of risk management and in the course of implementing large-scale investment projects, programs aimed
  • at insuring proprietary and financial risks are being developed and implemented which helpsto achieve the optimal balance between the riskmanagement costs and permissible damage,minimize the Company's financial resources intended for liquidating the consequences of risks that occur in the course of implementing large-scale investment projects as well as increase the investment attractiveness of the Company.

  • 2. For the purpose of further formation of the integrated risk management system, work is being carried out aimed at developing principles of the unified comprehensive approach to the Company's risk management.

Industry Risks

The Company's main activities are generating and supplying (selling) electricity and heat.

Electric power is an infrastructural branch of the economy. The anticipated development trend for the industry is determined by a general trend for the socio-economic development of all branches of the economy of the Russian Federation as well as to some extent by the climate and weather conditions in Russia.

The most significant events which affect or may affect the activity of power generating enterprises including the Company are as follows:

  • changes in state regulation of the electric power industry;
  • the creation of a competitive electricity market;
  • power generating companies implementing investment programs.

Taking into consideration that the Company is not active on foreign markets, the following is a description of possible changes to the industry as well as prospective Company actions in case of such changes on the internal market only.


Market risks

The most significant events which affect or may affect the activity of power generating enterprises including the Company are as follows:

  • fall in demand for electricity as a result of a setback in production, caused by economic recession;
 
  • landslide of prices for electricity in the unregulated segment of the market;
  • competition with more effective power generating companies on the liberalized market during the reporting period;
  • increasing competition in the future after all power generating companies complete their investment programs;
  • rates set by the government for electricity and heat which are below an economically justifiable level
  • increase of defaulted payments for the supplied electricity and heat
  • risks related to weather factors, increase in seasonal water content;
  • change to the electricity wholesale market rules and capacity.

The Company's actions aimed at reducing these risks:

  • increasing operating efficiency by implementing programs aimed at cutting production costs and saving fuel;
  • concluding long-term contracts for power supply.

Risks of Growing Prices for energy resources, materials and equipment

The Company's core activity strongly depends on gas and coal suppliers as well as repair services. Soaring prices for these services may significantly affect the financial and economic performance of the Company.

The Company's actions aimed at reducing the influence of this factor:

  • efficient actions aimed at optimizing the structure of the fuel mix;
  • increasing operational effectiveness of the Company by implementing programs aimed at reducing production costs and saving fuel.
  • concluding medium-term agreements with suppliers at stable prices which take the energy resource market situation into account in the process of forming a business plan;
  • optimizing costs of repair operations and capital construction.

Risks in implementation of investment Projects

Implementation of investment projects involves a number of risks which can be summarized in the following way

  • impossibility of attracting enough additional funds;
  • postponing project completion dates due to changes in the technical solutions and the impossibility of meeting deadlines which may lead to sanctions against the Company on the competitive capacity market (CCM) and within the framework of the capacity supply agreement approved by the Protocol of the Ministry of Economic Development dd. August 26, 2007;
  • contingency expenses incurred in the course of implementing an investment program which may lead to deterioration of the investment project approved parameters.

The Company's actions aimed at reducing these risks:

  • searching for and analyzing sources of funding for further implementation of the investment project;
  • improving procedures of control over completion and organizing work by all participants of a project;
  • specifying in agreements with suppliers and contractors tough penal sanctions for failure to meet the deadlines both in general and at particular stages which have an impact on completion of the entire project;
  • thorough examination of technical solutions at the design stage.

National and Regional Risks

The national risks of the Company include political, economical and social risks inherent to the Russian Federation. These risks are beyond the Companyӳ control.

On December 21, 2009, International Rating Agency Standard & Poorӳ reviewed and amended the credit ratings of the Russian Federation from "Negative" to "Stable". At the same time, the sovereign credit ratings for the Russian Federation were confirmed: "BBB/A-3" long-term and short-term ratings with regard to foreign currency and "BB+/A-2" long-term and short-term ratings with regard to the national currency.

The stable forecast in terms of these ratings was conditional upon the absence of additional external stress situations and the stabilization of primary export prices. Standard & Poor's believe that by the end of 2012 Russia's reserves will return to the 2008 level (in dollars) which will provide the opportunity for

 
25
26

the Russian Federation to hold the position of net lender in the foreseeable future.

Since Russia produces and exports large volumes of natural gas and oil, the Russian economy is extremely vulnerable to fluctuation of global prices for oil and gas. Falling prices for gas and oil on the world commodity markets may hinder or stop the development of the Russian economy. This factor may have a very negative effect on the economic and social situation in Russia, which in turn impacts on the Company's activity, its financial status, potential market value of its shares as well as restricts the Company's access to capital and reduces the purchasing power of the Company's production consumers.

The Russian Federation is a multi-ethnic state and consists of regions with different levels of social and economic development. Due to this, we can't altogether rule out the possibility of internal conflicts including conflicts with the participation of armed forces. Neither can the Company absolutely rule out the possibility of declaring a state of emergency in the regions where the Company' heat and electricity producing plants are located.

Terrorist attacks may cause significant damage to the activity of Russian enterprises including the Company and have an unfavorable effect on the Company's investments and the value of securities.

Poor infrastructure in Russia and its further deterioration may lead to interruptions in shipment of goods and materials, disrupt or increase costs of business activity. Each such case may damage the economy and have a significant negative effect on the Company, its earnings, financial standing, performance and the value of its shares.

The Company's actions aimed at reducing the influence of this group of risks:

  • continuous monitoring of the situation in regions where Company plants are located, introducing amendments to investment programs when necessary in favor of regions with a more positive economic situation;
  • cooperation with state and other authorities with the aim of overcoming negative changes to the situation in Russian and in the regions.

Financial Risks

Risks related to Changes in interest rates

The electric power industry belongs to the capital-intensive branches of industrial production. Strengthening the Company's market positions will require significant additional investment expenditure. It will be necessary to borrow funds to this end. In addition to this, the Company needs funds for current goals due to the gaps between the delivery of electricity and the payment for it made by counterparties. The Company is subject to the risk of changes to interest rates on financial obligations. Increasing interest rates may lead to increase in the cost of funds intended for the Company's investment program and business activity.

The Company's actions aimed at reducing the influence of this factor:

  • raising short-term and long-term credit under the condition of ensuring optimal structure and value of the credit portfolio;
  • placement of bonds when there are favorable market conditions.

Inflation risk

The level of inflation depends directly on the economic situation in the country. Growth of inflation in Russia will lead to the general increase of the interest rates.

According to the Federal Service of State Statistics, the level of inflation in 2003 was 12%, in 2004 – 11.7%, in 2005 – 10.9%, in 2006 – 9.0%, in 2007 –11.9%, in 2008 –13.3%, in 2009 – 8.8%.

The negative effect of inflation on the financial and economic activity of the Company creates the following risks:

  • the risk of losses related to decrease of the real value of the accounts receivable in case of a considerable deferment or delay of payment
  • the risk of increase of payable interest;
  • the risk of increase of the cost of goods, products, work and services due to growing cost of energy resources, transportation, salaries, etc.;
  • the risk of reduction of the real value of funds raised for implementation of the investment program.
 

The risk of inflation influence may arise in the case when monies received depreciate in their real purchasing power faster than they nominally grow. Growth of inflation has a considerable effect on the financial performance of the Company. It may lead to increasing costs (due to growing prices for energy resources and inventories) and as a result reduction of profit and efficiency of the Company. Apart from that, inflation growth leads to increasing cost of funds borrowed by the Company.

In order to reduce the influence of risk brought about by inflation on the Company's activity, the following actions are proposed.

  • setting economically justifiable tariffs within the limits imposed by the state;
  • carrying out actions aimed at reducing internal costs.

Risk of Change in exchange rates

As of today in the context of the Company's activity there are almost no foreign currency contracts. The Company does not intend to conclude contracts in foreign currency related to its production and economic activity. However, some investment deals are in foreign currency. As of December 31, 2009, the Company had two big foreign currency contracts with the remaining payable amount of 27.1 million euros.


Legal Risks

The Company does not export or import goods, works or services. In connection with this, the legal risks related to the Company's activity are only specified for the internal market.

In connection with possible amendments to effective tax legislation such as introduction of amendments and addenda to legal acts on taxes and duties related to raising the tax rates and imposing new taxes, it is possible that the Company will incur additional expenses in the form of taxes and mandatory payments.

Such changes will inevitably affect the level of profit. Amendments to tax legislation with regard to regulating securities may also influence the Company's activity.

Risks Related to the Company's Activity

Industrial and operational risks

Industrial risks are related to all types of technical violations and accidents due to the following reasons:

  • errors of operators;
  • natural and climatic factors;
  • economic and physical deterioration of fixed assets;
  • unforeseen external circumstances.

Operational risks are related to factors such as a ban on operating equipment with limit deviations from the regulatory technical requirements imposed by the supervisory authorities.

In order to reduce these risks, the Company carries out strategic action programs, such as modernization of existing generating assets, adding new modern equipment and implementing an investment program that envisages the construction of new capacities at the sites of existing power plants.

The Company undertakes the following measures as part of its day-to-to operations in order to reduce such risks:

  • commercial insurance of property, the civil liability of owners of hazardous industrial sites and hydro-technical structures, and vehicles, and insuring personnel for accidents and illnesses;
  • special training of personnel using training simulators
  • holding events for increasing the durability of plants during system emergencies;
  • monitoring and increasing the level of safe practice and labor discipline;
  • increasing the level of fire safety at production sites.

Judicial risks

As of December 31, 2009 claims were filed against the Company to the total amount of 33,176,492.39 rubles. They are being reviewed at commercial courts. There are no lawsuits where the Company is a defendant and claims amount to 50 million rubles or more.

As of December 31, 2009 the Company was a plaintiff in three lawsuits to the amount of 50 million rubles or more.

 
27
28
Plaintiff
(applicant)
defendant Subject of dispute Stage of the proceedings Risk of
unfavorable
consequences
to the
Company
1 JSC "OGK-6" JSC "Krasnodar Territory Independent Power Sales Company" On debt recovery under an OTC sales and purchase contract for electricity and capacity to the amount of 70,000,000 rubles. The defendant has paid the principle debt prior to the review of the case. 5,587,030.87 rubles in interest for using borrowed funds was recovered from the defendant upon a ruling of the Commercial Court of the city of Moscow dd. December 30, 2009. On March 25 and 26, 2010 the defendant performed payment according to the ruling Medium
2 JSC "OGK-6" Donenergosbyt LLC On debt recovery under a regulated sales and purchase contract for electricity and capacity to the amount of 59,028,012.12 rubles. The claim was reduced to 22,930,584.43 rubles in connection with a partial payment.On March 12, 2010 the Commercial Court of the city of Moscow approved an amiable settlement on the incremental repayment of 22,390,584.43 rubles. Medium
3 JSC "OGK-6" Interdistrict Inspectorate of the Federal Tax Service No. 4 for Major Taxpayers On the annulment of Resolution No. 03-1-23/114 dd. June 26, 2009 of Interdistrict Inspectorate of the Federal Tax Service No. 4 for Major Taxpayers (with respect to charging arrears for income tax to the amount of 113,175,000, penalties for income tax to the amount of 10,810,698, arrears for VAT to the amount of 90,630,711, VAT penalties to the amount of 13,458,573, arrears for water tax to the amount of 28,666,092 and water tax penalties to the amount of 2,832,688). Legal proceedings dd. April 28, 2010 Medium

Risks related to revocation of licenses

Risks related to the impossibility of extending the Company's licence for carrying out a certain type of activity or for using sites which are restricted (including natural resources). In order to carry out licensed activities the Company needs to obtain new licenses according to the procedure established by Russian legislation after expiration of the previous licenses. If regulatory requirements are violated, the Company may not receive new licenses in a timely fashion. At present, these risks are minimized. However, failure to prolong the validity of licenses or receive new licenses may have a significant negative effect on the activity and financial performance of the Company.


Risks of liability related to third Parties' Debts including subsidiary Companies

In its activity, JSC "OGK-6" employs the practice of pledging collateral to third parties. Collateral is mainly offered as guarantees for the obligations of third parties. As of December 31, 2009, the total amount of the Company's liabilities from collateral which it pledged and total amount of third party obligations which the Company pledged to third parties as collateral, including deposits or guarantees was 2,725 million rubles and 5,450 million rubles respectively. Under the conditions

of aguarantee agreement, and also in accordance with the provisions of the Civil Code of the Russian Federation, in the event that it is impossible for a debtor to fully or partially fulfill its obligations, the creditor shall be entitled to demand that the guarantor represented by JSC "OGK-6" fulfills obligations to the amount specified by the agreement. The fulfillment of such obligations may have a negative impact on the Company's performance. However, taking into account the lack of court cases in which JSC "OGK-6" is a defendant for the obligations of third parties, including under guarantee agreements, and also amounts of collateral granted which are insignificant in regards to the book value of assets, the Company does not consider this as an important criteria in the risks associated with the onset of liability for the debts of third parties.


Risks of losing Consumers which account for at least 10 Percent of the total sales earnings

The Company does not have any consumers which account for at least 10% of the total sales earnings of the Company.


Other risks Connected with the Company's activity which are specific to it:

The Company is not aware of any other risks that are exclusive to the Company's activity.

 
29
32
2

Financial and Economic Performance Overview1





The Company' revenues in 2009 decreased by 1% versus 2008 to 41,870,322 thousand rubles , and production cost decreased by 10% to 34,154,369 thousand rubles.

The Company's sales profit increased by 3.3 times to 5,080,231 thousand rubles. Net profit in the reporting period increased by 3.5 times and was equal to 2,813,099 thousand rubles.



 
ProfIt and loss statement for 2008—2009, thousand rubles

Item name 2008 2009 Change., %
Income and expenses for regular activities
Revenues from sale of goods, products, works and services 42,275,050 41,870,322 -1
Cost of sold goods, works and services (37,781,533) (34,154,369) -10
Gross profit 4,493,517 7,715,953 72
Selling and marketing costs (34,501) (44,380) 29
General and administrative expenses (2,921,366) (2,591,342) -11
Sales profit/loss 1,537,650 5,080,231 230
Other income and expenses
Interest receivable 829,010 349,169 -58
Interest payable (293,781) (286,825) -2
Other income 306,224 725,694 137
Other expenses (1,438,332) (2,001,382) 39
Profit/loss before tax 940,771 3,866,887 311
Deferred tax assets (59,681) 22,233 -137
Deferred tax liabilities (7,974) (4,011) -50
Current income tax (589,786) (1,021,810) 73
Income tax from previous years 513,799 (141,941) -128
Other expenses from profit 7,825 91,741 1,072
Net profit/loss for the reporting period 804,954 2,813,099 249




1In this section, the analysis of financial and economic results has been carried out in accordance with Russian Accounting Standards (RAS).

2.1. Revenue

Income from sales of electricity (63%) and capacity (31%) dominate the revenue structure of JSC "OGK-6". Sales of heat made up 5% of revenue. Total revenue from sales of electricity, capacity and heat in 2009 equalled, 41,427,761 thousand rubles, which is 1% less than in 20081.

The main factors for maintaining the Company's 2008 level of revenue in 2009 despite the fall in output were:

  • electricity tariff growth in the RC segment
  • capacity tariff growth.

Total revenue from sales of heat power in 2009 increased by

9% and made up 2,223,005 thousand rubles.

Revenue from sales of other products (services) resulting from core activities in 2009, which includes revenue from sales of chemically treated water, payment for nonreturn of condensate, payment for transfer of heat power, revenue from leasing property etc., made up 442,561 thousand rubles, this is 23% more than in 2008.


2.2. Production Cost

In 2009, production cost decreased by 10% in comparison with 2008 amounting to 34,154,369 thousand rubles excluding general and administrative expenses2. The largest part in the production cost structure (70.2%) is made up of variable costs which are mainly fuel

Total revenue from sales of electricity, capacity and heat in 2009 equalled 41, 427, 761 thousand rubles, which is 1% less than in 2008.



In 2009, production cost decreased by 10% in comparison with 2008 amounting to 34, 154, 369 thousand rubles excluding general and administrative expenses


Revenue structure of JSC “OGK-6” In 2008—2009

Revenue structure of JSC “OGK-6” In 2008—2009

Revenue structure In 2008—2009, thousand rubles

  2008 Share in revenue % 2009 Share in revenue, % Change, %
Revenue 42,275,050 100 41,870,322 100 -1
Sales of electricity 29,028,842 69 26,392,376 63 -9
Sales of capacity 10,849,771 25 12,812,380 31 18
Sales of heat power 2,036,637 5 2,223,005 5 9
Other income from regular activities 359,800 1 442,561 1 23


1More detailed information about revenue from sales of electricity, capacity and heat is specified in Section 4 hereof.
2In connection with the changes to JSC “OGK-6’s” reporting policy, from January 1, 2009, administrative expenses were excluded from production costs. In the financial statements for 2009, the production cost for the previous period was altered. In connection with this, the data contained in this section for 2008 does not correspond with the data from the 2008 annual report.
33
34

expenses. Semi-fixed costs make up 29.8% of the overall cost structure.

The share of fuel costs in the overall production cost structure which includes administrative and commercial expenses was 52.2% in 2009; its share in production cost was 56.2%. Fuel costs reduced in 2009 by 20.9% to , 19,206,627 thousand rubles , this is the result of the reduction in electricity

generation by plants of JSC "OGK-6" by 25.5% in comparison with 2008.1.

In 2009, electricity purchase expenses increased by 2.1% in comparison with 2008 amounting to 4,710,390 thousand rubles ,due to the growth in volume of purchased electricity by 4.0%. The share of electricity purchase in the production cost which includes administrative and commercial

 

ProductIon Cost struCture In 2009

2009
thousand rubles Share in production cost, %
Total production costs 34,154,369) 100
Variable costs (23,983,820) 70.2
Fuel costs (19,206,627) 56.2
Electricity purchase (for resale) (4,710,390) 13.8
Water for technological needs (%) (66,803) 0.2
Semi-fixed costs (10,170,549) 29.8
Raw materials (1,790,568) 5.2
Production works and services (2,211,590) 6.5
Depreciation (1,223,340) 3.6
Labor remuneration + UST (2,113,353) 6.2
Private pension funding (90,660) 0.3
Water tax (800,657) 2.3
Other costs (1,940,381) 5.7

ChanGes to produCtIon Cost taKInG Into ConsIderatIon the admInIstratIve and CommerCIal expenses In 2008—2009

2008 2009 Change, %
thousand rubles Share,% thousand rubles Share, %
Total production cost including administrative expenses (40,737,400) 100 (36,790,091) 100 - 9.7
Variable costs (28,946,017) 71.1 (23,983,820) 65.2 - 17.1
Fuel costs (24,271,556) 59.6 (19,206,627) 52.2 - 20.9
Electricity purchase (for resale) (4,613,986) 11.3 (4,710,390) 12.8 + 2.1
Water for technological needs (60,475) 0.1 (66,803) 0.2 + 10.5
Semi-fixed costs (11,791,383) 28.9 (12,806,270) 34.8 + 8.6
Raw materials (1,541,596) 3.8 (1,834,468) 5.0 + 19.0
Production works and services (2,163,748) 5.3 (2,490,108) 6.8 + 15.1
Depreciation (1,231,989) 3.0 (1,343,944) 3.7 + 9.1
Labor remuneration + UST (3,045,039) 7.5 (3,193,653) 8.7 + 4.9
Private pension funding (122,179) 0.3 (142,318) 0.4 + 16.5
Water tax (1,011,494) 2.5 (800,727) 2.2 - 20.8
Other costs (2,675,338) 6.6 (3,001,052) 8.2 + 12.2


1A detailed analysis of fuel costs is given in Section 3 hereof.

expenses increased by 1.5%, and its share in variable costs increased by 3.7%.

In 2009, repair and maintenance costs (recorded as a part of the raw materials, production works and services, labor remuneration and UST) increased by 9.2% to 3,793,308 thousand rubles. In 2009, the share of repairs in the production cost structure which includes administrative and commercial expenses was 10%.

Costs for labor remuneration and payment of UST increased by 3,193,653 thousand rubles. , or 4.9% because of wage indexation in 2009 in accordance with the provisions of the Labor Code of the Russian Federation, the Industry Pay Rates Agreement and the Collective Labor Agreements of the Companyӳ branches.

Depreciation costs in 2009 were 1,343,944 thousand rubles ,i.e. 9.1% more than in 2008, due to commissioning of fixed assets in the reporting year.

2.3. Other Expenses and Income

Other income from non-core activities in 2009 equalled 725,604 thousand rubles , which is 137.0% larger than in 2008 due to the extensive sale of fixed assets, goods and materials and securities (bills of exchange).

Other expenses grew by 39.2% to 2,001,382 thousand rubles. This was mainly due to the write-off of unpromising unfinished properties and non-liquid goods and materials to the amount of 342,926 thousand rubles.


2.4. Profit

Sales Profit

At the end of 2009, the sales profit of JSC "OGK-6" was 5,080,231 thousand rubles ,which is 230% larger than in 2008. In 2009, sales profit increased for all plants of JSC "OGK-6" in comparison with 2008.

 


Sales profIt By Gres In 2008—2009 (thousand rubles)

Sales profIt By Gres In 2008—2009 (thousand rubles)

Sales profIt By Gres In 2008—2009 (thousand rubles)

2008 2009 Change, %
Total: 1,537,650 5,080,231 + 230
Ryazanskaya GRES 694,159 1,113,178 + 71
Novocherkasskaya GRES - 82,429 723,067 + 1,077
Kirishskaya GRES 760,354 2,864,253 + 277
Krasnoyarskaya GRES-2 296,564 408,444 + 38
Cherepovetskaya GRES - 130,997 - 28,710 + 78
 

35
36
EBITDA

EBITDA — stands for earnings before interest, taxes, depreciation and amortization. This indicator accurately shows a company's performance, and makes it possible to compare companies with one another, as it is not dependant on the taxation system, loan cost, or accepted corporate system of depreciation of fixed and intangible assets.

EBITDA = profit before taxation (line 140, form 2) נinterest receivable (line 060

form 2) – income from participation in other organizations (line 080, form 2) + interest payable (line 070, form 2) + depreciation for the applicable period (line 740, form 5).

As of the end of 2009, EBITDA made up 5,148,535 thousand rubles, or 212% more than in 2008. Profitability of EBITDA by revenue in 2009 made up 12%, or 8% more than EBITDA profitability in 2008 (4%).

As of the end of 2009, EBITDA made up 5, 148, 535 thousand rubles, or 212% more than in 2008.


Index 2008 2009 Change, %
EBITDA (thousand rubles) 1,637,531 5,148,535 214

 
Net Profit

As of the end of 2009, net profit of JSC "OGK-6" made up 2, 813, 099 thousand rubles , or 249% larger than in 2008. The growth in net profit in 2009 is explained by the faster growth of tariffs (prices) for electricity in

comparison with the growth in prices for fuel and the growth in tariffs for capacity. As a result of this, the net profit for one asset of JSC "OGK-6" in 2009 was equal to 0.087 rubles 1 and increased by 0.062 rubles in comparison with 2008.

As of the end of 2009, net profit of JSC "OGK-6" made up 2, 813, 099thousand rubles, or 249% larger than in


Returns In 2008—2009

Index 2008 2009 Change, %
ROS Return on sales (Profit from sales/Revenue) 3.6% 12.1% 8.5
Return on net profit (Net profit/Revenue) 1.9% 6.7% 4.8
ROE Return on equity (Net profit/Average annual equity and reserves) 2.3% 7.6% 5.3
ROA Return on assets (Net profit/Assets) 1.8% 5.8% 4

2.5.Balance Structure


BalanCe struCture for 2008—2009

Index 2008 2009 Change %
thousand rubles Share in the balance, % thousand rubles Share in the balance, %
Assets Non-current assets 21,733,857 49 33,258,868 68 53
Current assets 22,398,989 51 15,489,269 32 - 31
Total 44,132,846 100 48,748,137 100 10
Liabilities Capital and reserves 35,488,651 80 38,301,750 79 8
Long-term liabilities 3,151,630 7 5,818,399 12 85
Short-term liabilities 5,492,565 13 4,627,988 9 - 16
Total 44,132,846 100 48,748,137 100 10


1Earnings per share were calculated in accordance with the Guidelines on Disclosing Information on Earnings per share approved by Order No. 29h by the Ministry of Finance of the Russian Federation dd. March 21, 2000.
2.5.1. Assets

According to the financial statements of JSC "OGK-6" for 2009, the value of the Company's assets was 48 748 137 thousand rubles . In the assets structure, the share of non-current assets grew from 49% to 68%, and the share of current assets reduced from 51% to 32%. Changes to the asset structure of the balance were related to:

  • the growth of construction in progress (at the end of 2009, the amount of construction in progress had increased by 204% in comparison with the start of the year). This is due to the implementation of investment projects;
  • the 68% reduction of long-term accounts receivable due to the use of advances granted for implementing investment projects;
  • the reduction of short-term financial investments by transferring funds which were earlier placed in deposits to pay for large investment projects.

Non-current assets

Fixed assets

In 2009, the fixed assets of JSC "OGK-6" increased by 8.43% to 17, 453, 384 thousand rubles , due to the launch of new core activity equipment.

As of the end of 2009, buildings and facilities which account for 10,687,160 thousand rubles or 61.23% and plant and equipment and vehicles with 6,698,545 thousand rubles or 38.38% made up the majority of fixed assets.

According to the financial statements of JSC "OGK-6" for 2009, the value of the Company's assets was 48, 748, 137thousand rubles.





In 2009, the fixed assets of JSC "OGK-6" increased by 8.43% to17 453 384 thousand rubles


Assets struCture In 2008—2009

December 31, 2008 December 31, 2009 Change., %
thousand rubles % of total assets thousand rubles % of total assets
Non-current assets Fixed assets 16,096,085 49 17,453,384 68 8
Construction in progress 4,996,885 15,167,780 204
Long-term financial investments 80,071 102,035 27
Other non-current assets 560,816 535,669 - 4
Current assets Reserves 4,711,450 51 3,338,859 32 - 29
Long-term accounts receivable 4,359,527 1,380,905 - 68
Short-term accounts receivable 8,946,147 9,141,192 2
Short-term financial investments 4,068,906 1,535,643 - 62
Cash 215,014 78,985 - 63
Other (VAT and other current assets) 97,945 13,685 - 86


StruCture of OGK-6 fIxed assets In 2008—2009

Index December 31, 2008 December 31, 2009 Change %
thousand rubles Share, % thousand rubles Share, %
Buildings, facilities and relay devices 10,949,774 68.03 10,687,160 61.23 - 2.40
Plant and equipment, vehicles 5,077,634 31.55 6,698,545 38.38 31.92
Land plots and natural resources sites 29,601 0.18 30,941 0.18 4.53
Other fixed assets 39,076 0.24 36,738 0.21 - 5.98
TOTAL: 16,096,085 100.00 17,453,384 100.00 8.43
37
38

Construction in Progress

As of the end of 2009, construction in progress amounted to 15,167,780 thousand rubles (31% of the total value of assets).

This balance item has increased by 204% in comparison with the start of the year. Such growth is related to the implementation of large investment projects.

 

As of december 31, 2008 As of december 31, 2009 Change., %
Investments in non-current assets, total: 4,178,261 9,475,312 127
including real estate properties which are complete and have been commissioned, but their documents for registration of titles have not been entered into the Unified State Register (by book value), 14,271 14,271 0
real estate properties as part of properties included in the previous column which were constructed in the context of fulfilling investment contracts 14,271 14,271 0
Equipment to be installed 818,624 5,692,468 595
Total 4,996,885 15,167,780 204

Long-term Financial investments

Long-term financial investments as of December 31, 2009 were 102,035 thousand rubles , an increase of 27%. Long-term financial investments include the shares of two subsidiary companies: Open Joint Stock Company Voskhod Agricultural Plant (JSC SKV) and Open Joint Stock Company "Novomichyrinsk autotrasport enterprise" (JSC "Novomichyrinsk autotransport enterprise"), and also 45,227,455 ordinary shares of JSC RusHydro which were transferred to ownership of JSC "OGK-6" as a result of the reorganization of JSC RAO "ES of Russia" The growth in long-term investments is connected with the revaluation of JSC RusHydro based on market quotations as of December 31, 2009. Profit from revaluation in 2009 was 24,196 thousand rubles.


Current assets

The majority of current assets are made up of accounts receivable – 67.9%,

reserves – 21.6% and short-term financial investments – 9.9%. In comparison with the start of the year, current assets decreased by 31% to 15,489,269 thousand rubles, mainly due to the reduction of accounts receivable, short-term financial investments and reserves.

Accounts receivable reduced by 21% to 10,522,097 thousand rubles due to the decrease in advance payments for large investment projects in view of fulfillment of the main work to implement such projects.

Short-term financial investments shrank by 62% to 1,535,643 thousand rubles due to a reduction in deposits, from which funds were used to cover large investment projects/

The reduction of reserves by 29% to 3,338,859 thousand rubles at the end of 2009 is explained by the write-off of non-liquid goods and materials to the amount of 145,582 thousand rubles and the reduction of coal reserves in 2009 (coal reserves decreased by 45%) in order to bring them into line with

The majority of current assets are made up of accounts receivable –67.9%,
reserves –
21.6%
and short-term financial investments –
9.9%



LonG-term fInanCIal Investments of JSC “OGK-6” In shares of other CompanIes as of deCemBer 31, 2009

Joint-Stock Company Number of ordinary shares Par value of a block of shares, thousand rubles Book value of a block of shares, thousand rubles Share of OGK-6 in charter capital, %
JSC SKV 29,894,981 29,895 30,659 100
JSC “Novomichyrinsk autotransport enterprise” 22,112,522 22,113 18,053 100
JSC RusHydro 45,227,455 45,227 51,333 0.017
Total: 97,234,958 97,235 100,045
Current assets structure In 2008—2009

Index December 31, 2008 December 31, 2009 Change., %
thousand rubles % thousand rubles %
Reserves 4,711,450 21.0 3,338,859 21.6 - 29
of which:
Raw materials, of which: 4,656,611 20.8 3,291,091 21.2 - 29
     Fuel oil 1,429,524 6.4 1,112,373 7.2 - 22
     Coal 1,746,059 7.8 952,406 6.1 - 45
     Other fuel 502,696 2.2 482,433 3.1 - 4
Prepaid expenses 51,847 0.2 44,340 0.3 - 14
Accounts receivable 13,305,674 59.4 10,522,097 67.9 - 21
Short-term financial investments 4,068,906 18.2 1,535,643 9.9 - 62
Cash 215,014 1.0 78,985 0.5 - 63
Other (VAT and other current assets) 97,945 0.4 13,685 0.1 - 86
Total current assets 22,398,989 100.0 15,489,269 100.0 - 31


the established standard reserves. Reserves were accumulated at the end of 2008 in order to minimize expenses in 2009 and provide branches with fuel during the recession.

On the whole, at the end of the year JSC "OGK-6" accounts receivable had decreased by 21% and equaled 10,522,097 thousand rubles. This reduction mainly took place due to the decrease of advances issued to suppliers of equipment for implementation of priority investment projects. The share of advances issued to companies for implementation of investment projects and payment of other

works has remained high and is 67% of overall accounts receivable or 7,064,623 thousand rubles, including 6,672,458 thousand rubles for implementation of priority investment projects.

The 89% growth of accounts receivable of purchasers and customers is due to the increase of volume of the free sector on the wholesale electricity market, where payment is made in the month following the month that supply takes place. Purchasers' heat energy debt increased by 34,746 thousand rubles.

An allowance for doubtful accounts was created at the Company in accordance with

On the whole, at the end of the year JSC "OGK-6" accounts receivable had decreased by 21% and equaled10, 522, 097 thousand rubles.



ACCOUNTS RECEIVABLE In 2008—2009

Index December 31, 2008 December 31, 2009 Change, %
thousand rubles Share, % thousand rubles Share, %
By period of occurrence Long-term accounts receivable 4,359,527 32.76 1,380,905 13.12 - 68.32
Short-term accounts receivable 8,946,147 67.24 9,141,192 86.88 2.18
By type Purchasers and customers 1,285,540 9.66 2,428,457 23.08 88.91
Advances made 11,016,323 82.79 7,064,623 67.14 - 35.87
Other debtors 1,003,811 7.54 1,029,017 9.78 2.51
TOTAL 13,305,674 100.00 10,522,097 100.00 - 20.92
39
40

the accounting policy. At the end of 2009 it amounted to 942,927 thousand rubles; in comparison to the start of the year it grew by 392,087 thousand rubles.

2.5.2. Liabilities

JSC “OGK-6’s” total liabilities amount to 48,748,137 thousand rubles, of which 38,301,750 thousand rubles or 79% are capital and reserves, 5,818,399 thousand rubles or 12% are long-term liabilities (loans and credits comprise 85% of long-term liabilities), and 4,627,988 thousand rubles or 9% are short-term liabilities (loans and credits comprise 1.4% of short-term liabilities).

The share of long-term liabilities increased to 12% in the liabilities structure and the share of short-term liabilities decreased to 9%.


Capital and reserves

Capital and reserves in 2009 increased due to the growth in undistributed profit and equalled 302,861 thousand rubles at the end of the year. (at the end of 2008, there was an uncovered

loss on the balance sheet to the amount of (-) 2,470,033 thousand rubles). The generation of undistributed profit is mainly due to the net profit of 2,813,099 thousand rubles which was obtained in 2009.


Reserve Capital

The Company's Charter stipulates the creation of a reserve fund which is 5% of the Company's charter capital. In accordance with a Resolution of the General Meeting of Shareholders (minutes No. 10 dd. June 8, 2009), as a result of the Company's work in 2008, 40,248 rubles of net profit was used to create a reserve fund. As of December 31, 2009, the reserve fund was 2.1% of the size of the charter capital.


Accounts Payable (excluding loan debts)

As of January 1, 2010, JSC "OGK-6's" accounts payable amounted to 5,325,118 thousand rubles. Debt reduced in comparison with the start of the year due to a reduction of 1,192,031 thousand rubles of debt to fuel suppliers as a result of payment under agreements for

The share of long-term liabilities increased to 12%
in the liabilities structure and the share of short-term liabilities decreased to9%


LIabIlItIes structure In 2008—2009

December 31, 2008 December 31, 2009 Change, %
thousand rubles % thousand rubles %
Capital and reserves 35,488,651 80 38,301,750 79 8
Long-term liabilities Loans and credits 2,923,677 7 4,926,005 12 68
Accounts payable 0 545,481 100
Other 227,953 346,913 291
Short-term liabilities Loans and credits 41,299 12 64,793 9 57
Accounts payable 5,429,229 4,548,748 - 16
Other 22,037 14,447 - 34
Balance currency 44,132,846 100 48,748,137 100 10


StruCture of reserve CapItal as of deCemBer 31, 2009


0
Reason for generation Amount, thousand rubles
1 Reserves generated in accordance with the constituent documents, including:
a) from the Company's 2005 profit
b) due to reorganization by merger
c) from the Company's 2006 profit
d)from the Company's 2007 profit
e) from the Company's 2008 profit

19,059
116,201
62,085
93,681
40,248
Total 331,274

aCCounts payaBle In 2008—2009

december 31, 2008 december 31, 2009 Change, %
thousand rubles % thousand rubles %
By period of occurrence Long-term accounts payable 27,074 0.49 769,259 14.45 2,741.32
Short-term accounts payable 5,443,359 99.51 4,555,859 85.55 - 16.30
TOTAL: 5,470,433 100 5,325,118 100 - 2.66
By type Suppliers and contractors 3,584,603 65.53 2,954,869 55.49 - 17.57
Taxes and duties payable (including state non-budgetary funds) 258,759 4.73 743,023 13.95 187.15
Other creditors 1,490,466 27.25 1,502,289 28.21 0.79
Debt to personnel 122,475 2.24 117,826 2.21 - 3.80
Debt to participants (founders) for payment of income 14,130 0.26 7,111 0.13 - 49.67
TOTAL: 5,470,433 100 5,325,118 100 - 2.66


previously carried out deliveries. Long-term liabilities increased by 742,185 thousand rubles due to the delivery of equipment for large investment projects (545,481 thousand rubles) and the increase of tax debt.

A large share (28%) is a 1,502,289 ruble debt to other creditors, of which 1,320,973 thousand rubles are advances received, including for connection (1,264,306 thousand rubles) (excluding VAT).

Out of overall accounts payable, 3.3% was overdue, or 150 million rubles.


Loans and Credits

The financial debt of JSC "OGK-6"as of December 31, 2009 was 4,926,005 thousand rubles. The total amount of credit received in 2009 was 2,000,000 thousand rubles (44,082 thousand rubles in 2008)/

Interest rates for the long-term credit of CJSC UniCredit Bank in 2009 and 2008 varied from 7.5% to 4.5% and from 8.625% to 7.5% respectively.

The interest rate for credit from OJSC Moscow Credit Bank did not change in 2009 and was 14%.

The Company did not have any short-term credits. In short-term liabilities, line 610 of the balance sheet specifies interest payable for long-term credits which was 23,173 thousand rubles as of December 31, 2009 and 274 thousand as of January 1, 2009.

Additional expenses connected with obtaining credits equalled 4,000 thousand rubles in 2009. The Company did not have any overdue credits as of December 31, 2009 and January 1, 2009.

CredIt portfolIo as of December 31, 2009

CredIt portfolIo as of December 31, 2009


Loans and CredIts In 2008—2009

Creditors and lenders Currency Redemption date Amount of credit
as of January 1, 2009
thousand rubles (EUR)
Amount of credit
as of December 31, 2009
thousand rubles (EUR)
CJSC UniCredit Bank rubles (EUR) 19.06.2013 49,541 (1,195,452) 51,869 (1,195,452)
OJSC Moscow Credit Bank rubles September 30, 2011 2,000,000
Bond holders rubles April 19, 2012 2,874,136 2,874,136
Total: 2,923,677 4,926,005
41
42

The total amount of the bonded loan at the start of the year was 2,874,136 thousand rubles. The amount of the bonded loan did not change throughout the year. The remainder of unpaid interest as of January 1, 2009 was 41,025 thousand rubles. 217,017 thousand rubles of interest was accrued in 2009 (in 2008 – 261,574 thousand rubles), 216,422 thousand paid (for 2008 – 289,850 thousand rubles). The remainder of unpaid interest was 41,620 thousand rubles. The interest rate for the bonded loan did not change in 2009 or 2008 and was 7.55%.

There were no overdue loans as of December 31, 2009 and January 1, 2009.

The management of JSC "OGK-6"rates the current debt load as permissible.


Financial Indices of JSC "OGK-6" for 2009

The indicators of the financial condition of a joint-stock company are its financial indices which are calculated on the basis of financial statements (balance sheet (form 1) and a profit and loss statement (form 2).

For 2009, the indices for liquidity and financial soundness are within the normal

The management of JSC “OGK-6” rates the current debt load as permissible.



The fInanCIal IndICes as of deCemBer 31, 2009 are GIven In the taBle:

Ratio Name Formula for calculating indices Norm Index
Liquidity Indices
R1 Absolute liquidity ratio (line 260, form 1+line 250, form 1) / line 690, form 1 > 0.15 0.349
R2 Quick assets ratio (line 260, form 1+line 250, form 1+line 240, form 1) / line 690, form 1 > 0.95 2.324
R3 Current liquidity ratio line 290, form 1 / line 690 form 1 > 2 3.347
Financial Soundness Indices
R4 Equity to total assets ratio line 490, form 1 / line 300, form 1 > 0.8 0.786
Returns Indices
R5 Return on sales (ROS) (line 050, form 2 / line 010 form 2)*100 > 15% 12.133
R6 Return on equity (ROE) (line 190, form 2 / (line 490, form 1 as of the end of the accounting period + line 490, form 1 as of the beginning of the accounting period)*0.5)*100 > 5% 7.625
R7 Return on assets (ROA) line 190, form 2 / line 300 form 1 * 100 > 3% 5.771
Indices of Business Activity
R8 Dynamics of accounts receivable (((line 240, form 1 + line 230, form 1) as of the end of the accounting period — (line 240, form 1 + line 230, form 1) as of the beginning of the accounting period) / (line 240, form 1 + line 230, form 1) as of the beginning of the accounting period)*100 – 10 – 20.92
R9 Dynamics of accounts payable ((line 620 form 1 as of the end of the accounting period — line 260 form 1as of the beginning of the accounting period) / line 260, form 1 as of the beginning of the accounting period)*100 – 10 – 16.217
R10 Ratio of accounts receivable to accounts payable (line 240, form 1+line 230, form 1) / line 620, form 1 1.2—1.5 2.313

figures or deviate slightly. The current liquidity ratio is 3.347 (the norm is greater than 2), the absolute liquidity ratio is 0.349 (the norm is greater than 0.15), the quick assets ratio is 2.324 (the norm is greater than 0.95), and the equity to total assets ratio is 0.786 (the norm is greater than 0.8).

The equity to total assets ratio shows the share of equity in assets and specifies the degree of financial independence from creditors. The reduction of the equity to total assets ratio with regard to the normal figure is connected with the growth of non-current assets and the increase of borrowed funds due to implementation of the Company's investment program. The Company's liquidity ratios are within the normal values and this means that the Company has a sufficient amount of current assets to carry out its business activity and repay accrued liabilities in due time. As a result of its activity in 2009, the Company obtained

a positive financial result: net profit was 2,813,099 thousand rubles. However, return on sales did not reach a normal value and was 12.1% (the norm was 15%); the indices for return on equity and assets exceeds the normal values for these indices.

Accounts receivable and accounts payable reduced in comparison with the start of the year and the level of reduction exceeds the normal value. As a result of 2009, the Company has a low debt level which is less than 1 to EBITDA with a normal debt level < 4 which evidences the Company's high solvency.

The indices for the Company's activity in 2009 show that the Company occupies a sound financial position, acquired non-current assets using its own funds and that it has a sufficient amount of equity to fulfill its short-term liabilities and cover operating expenses without losing its current assets.

DEBT TO EBITDA RATIO

DEBT TO EBITDA RATIO
 


The indices for the Company’s activity in 2009 show that the Company occupies a sound financial position.

43
46
3

industrial activity



3.1. Electricity Generation

There had been strong growth of electricity consumption in Russia since 2005. This was stopped by the global financial recession in 2008 and as a result of this, the growth rate of industrial output decreased. From November 2008 onwards, the generation of electricity in Russia began to drop. In November 2008 generation of electricity dropped by 5.75% and in December 2008 – by 5%. The amount of electricity generated by JSC "OGK-6" plants in 2009 was 28,953 million kWh, 25% less than in 2008.

Electricity consumption in the Unified Power System of Russia in 2009 was 942.8 billion kWh, 4.7% less than the amount of consumption in 2008. Overall electricity generation in Russia in 2009 was 979 billion kWh, 4% less than in 2008. Plants of the Unified Power System of Russia generated 957 billion kWh (4.9% less than in 2008); in separate energy systems a total of 21.6 billion kWh was generated (generation increased by 1.8%).

The plants which became branches of JSC "OGK-6" displayed stable growth of performance

The amount of electricity generated by JSC "OGK-6" plants in 2009 was28,953million kWh.


GeneratIon of electrIcIty, mIllIon kwh

2005 2006 Change 2007 Change 2008 Change 2009 Change
Russia in general, million kWh 953,000 996,078 5% 1,016,000 2% 1,023,000 1% 978,600 - 4%
OGK-6, million kWh 28,0061 32,904 17% 34,065 4% 38,857 14% 28,953 - 25%
OGK-6 share in electricity generation in Russia 2.94% 3.30% 12% 3.35% 2% 3.80% 13% 2.96% - 22%

GeneratIon of electrIcIty at OGK-6, mIllIon kwh

GeneratIon of electrIcIty at OGK-6, mIllIon kwh
OGK-6 share In electrIcIty generatIon in RussIa, %

OGK-6 share In electrIcIty generatIon in RussIa, %






1In 2005, generation is displayed taking into account the plants which subsequently became branches of OGK-6.

indicators until the end of 2008. The growth rate of electricity generation at JSC "OGK-6"exceeded the growth rate of electricity generation in Russia. The share of JSC "OGK-6" on the Russian electricity market has increased year by year. In 2005, 2006, 2007, 2008 it reached 2.9%, 3.3%, 3.4% and 3.8% respectively. In 2009 the share of OGK-6 in the total generation in Russia reduced by 22% and reached 3%

Due to the fact that the plants of JSC "OGK-6" do not enjoy the highest fuel efficiency in comparison with its competitors and there is a significant share of coal in the fuel balance of JSC "OGK-6", the generation of electricity correlates with the average Russian generation as follows:

  • when total Russian generation increases, generation at JSC "OGK-6" increases at a faster than average rate.
  • when total Russian generation decreases, generation at JSC "OGK-6" decreases at a faster than average rate.

Electricity generation at JSC "OGK-6" has a seasonal character. In the spring-summer period the generation of electricity decreases.


Capacity factor

For reference:The capacity factor (CF) is equal to the ratio of actual electric power generation for a given period to the possible electric power generation for the same period under conditions of operating at full capacity.




DynamIcs of electrIcIty generatIon In 2007—2009, mln. kwh

DynamIcs of electrIcIty generatIon In 2007—2009, mln. kwh



DynamIcs of electrIcIty generatIon In 2007—2009, mln. Kwh

2007 2008 2009
OGK-6, total 34,065 38,857 28,953
Ryazanskaya GRES 8,128 9,110 6,799
Novocherkasskaya GRES 9,380 10,751 9,213
Kirishskaya GRES 6,645 6,488 4,956
Krasnoyarskaya GRES-2 4,692 7,364 5,019
Cherepovetskaya GRES 3,396 3,382 2,373
GRES-24 1,824 1,763 594
47
48
GeneratIon of electrIcIty In 2009, mIllIon Kwh

Ryazanskaya GRES Novocherkasskaya GRES Kirishskaya GRES Krasnoyarskaya GRES Cherepovetskaya GRES GRES-24 OGK-6
Jan 540.1 1,005.0 386.7 652.9 169.9 149.9 2,904.4
Feb 498.1 666.4 299.7 627.4 192.9 141.6 2,426.1
Mar 543.2 669.5 323.3 376.4 182.7 151.5 2,246.5
Apr 516.5 700.6 332.5 209.9 161.0 101.7 2,022.2
May 520.9 549.2 342.5 239.7 120.1 49.2 1,821.5
Jun 536.4 517.3 327.7 186.8 128.1 1,696.3
Jul 563.5 702.3 450.2 214.6 175.7 2,106.4
Aug 610.4 717.8 373.6 361.0 270.5 2,333.3
Sept 628.7 818.7 533.2 540.7 288.1 2,809.5
Oct 658.3 854.2 623.2 435.5 248.8 2,820.1
Nov 503.5 908.8 428.8 463.5 207.0 2,511.6
Dec 679.2 1,102.6 534.0 711.1 228.3 3,255.1
TOTAL 6,798.8 9,212.5 4,955.5 5,019.4 2,373.1 593.7 28,953.0



without shutdowns. The CF indicates the level of capacity utilization for electric power generation.



CF = (V e )/(N inst × t) × 100%,


where:

  • V e – is the volume of electric power generated for the period, kWh;
  • N inst – is the installed capacity, kWh;
  • t – is the number of calendar hours in a period, in hours

The CF depends on the generation of plants, which varies in accordance with the demand for electricity. The technical state of equipment allows it to be fully loaded. Throughout the year it is not uncommon for the equipment to be fully loaded during peak periods.

In 2009, the capacity factor decreased from 49% to 37%. The decrease in the CF of plants is connected with the reduction of energy consumption in the regions, and also with the decrease in prices in the unregulated segment

 

CF dynamics In 2007—2009, %

CF dynamics In 2007—2009, %
CF dynamIcs In 2007—2009, %

2007 2008 2009
OGK-6, total 43% 49% 37%
Ryazanskaya GRES 35% 39% 29%
Novocherkasskaya GRES 51% 58% 50%
Kirishskaya GRES 36% 35% 27%
Krasnoyarskaya GRES-2 43% 67% 46%
Cherepovetskaya GRES 62% 61% 43%
GRES-24 67% 65% 22%


 

of the market which lead to a situation where it became more economically feasible to purchase electricity on the open market to fulfill regulated contracts.

The largest CF in 2009 was at Novocherkasskaya GRES: 50%, and at Krasnoyarskaya GRES-2: 46%. The largest reductions in CF in 2009 versus 2008 took place at Krasnoyarskaya GRES-2 and Cherepovetskaya GRES, by 21% and 18% respectively. At Ryazanskaya GRES this indicator reduced by

13%, and by 8% at Novocherkasskaya GRES and Kirishskaya GRES. The sharp drop in CF at GRES-24 is explained by the withdrawal of a power unit for modernization in July 2009.


3.2.Heat Generation

Production of heat energy at JSC "OGK-6" in 2009 made up 4,376.8 thousand Gcal, that is 27 thousand Gcal or 1% more than in 2008. The delivery of heat energy took place according to consumer orders..



Production of heat energy at JSC "OGK-6" in 2009 made up 4,376.8 thousand Gcal.


DynamIcs of heat generatIon by OGK-6 plants In 2006—2008, thousand GCal

DynamIcs of heat generatIon by OGK-6 plants In 2006—2008, thousand GCal

DynamIcs of heat GeneratIon By OGK-6 plants In 2006—2008, thousand GCal

2007 2008 2009
OGK-6, total 4,322 4,350 4,377
Ryazanskaya GRES 271 265 260
Novocherkasskaya GRES 96 101 96
Kirishskaya GRES 2,664 2,700 2,648
Krasnoyarskaya GRES-2 1,178 1,175 1,260
Cherepovetskaya GRES 114 110 113
 
49
50

Kirishskaya GRES and Krasnoyarskaya GRES-2 have the largest share in generation of heat energy at JSC "OGK-6" The other plants produce little volumes of heat sufficient for their own needs and nearby villages.

Heat energy generation at JSC "OGK-6"has a seasonal character. The main income from sales of heat energy is received in the period from October to March.


3.3. Specific Consumption of Equivalent fuel (SCEf) for Generation of Electricity and heat

For reference: Using different types of fuel (solid, liquid and gaseous) makes a generalized quantitative calculation of their consumption for power generation impossible without a special procedure of converting different units (tons, m3) into a comparable form.

For this reason in technical records, physical fuel is converted into equivalent fuel.

An equivalent fuel unit is an accounting unit used to compare the effectiveness of different types of fuel and their total amounts. The accepted equivalent unit is 1 kg of fuel with

heating value of 7,000 kcal/kg (29.31MJ/kg). The relationships between units of equivalent and physical fuel are expressed by the following formula:

B у = Q н p B н = Э * В н ,
7,000

where:

B y — is the amount of equivalent fuel, kg;

B н — is the amount of physical solid or liquid (kg) and gaseous fuel (m3);

Q н p — is the heating value as per chemical laboratory data of solid, liquid or gaseous fuel in kcal/kg (MJ/kg) or kcal/m 3 (MJ/m3)respectively;

Э= Q н p – caloric equivalent
7,000

The average caloric values are 7,900 kcal/kg for gas, 9,800 kcal/kg for fuel oil; for coal the caloric value varies depending on the coal grade from 2,200 kcal/kg to 6,250 kcal/kg

Data on consumption of fuel in equivalent units is used for planning and analyzing the specific consumption of fuel for producing a

 

SpecIfIc consumptIon of equIvalent fuel for generatIng electrIcIty In 2007—2009, Gef/kwh

2007 2008 2009
OGK-6, total 361 362 366
Ryazanskaya GRES 347 350 348
Novocherkasskaya GRES 371 370 373
Kirishskaya GRES 345 345 350
Krasnoyarskaya GRES-2 389 386 390
Cherepovetskaya GRES 379 372 377
GRES-24 323 328 335

SpecIfIc consumptIon of equIvalent fuel for heat GeneratIon In 2007—2009, KGef/GCal

2007 2008 2009
OGK-6, total 151 152 152
Ryazanskaya GRES 181 182 183
Novocherkasskaya GRES 195 196 195
Kirishskaya GRES 142 141 141
Krasnoyarskaya GRES-2 157 163 162
Cherepovetskaya GRES 186 184 184

unit of energy and for calculating the cost of production of heat and electricity.

Using equivalent fuel is particularly convenient for comparing the efficiency of different heat and power installations. The value of SCEF is also influenced by GRES mode of operation. The SCEF of a plant increases if its coal units are operational.

Using equivalent fuel allows a fuel mix or a total energy mix of the overall industry to be made up.

In 2009 the specific consumption of equivalent fuel for generation of electricity throughout JSC '"OGK-6"increased by 4 g/kWh. This was due to the reduction of generation.


3.4. Fuel Consumption

In 2009 JSC "OGK-6" had the following fuel mix: 48% of coal, 51% of gas and 1% of fuel oil. This was the same fuel mix as in 2008.

The fuel supply strategy is aimed at optimizing the fuel mix in order to minimize fuel costs. It provides for the maximum possible replacement of expensive fuel oil with other types of fuel, fuel purchases through tendering and conclusion of long-term contracts for fuel supply

On the whole in 2009 JSC "OGK-6" consumed 8,345 million tons of physical fuel i.e. 2,950 million tons less than in 2008 or a 26% decrease. The significant decrease in fuel consumption in 2009 is due to the reduction of generation.

Gas consumption in 2009 decreased by 1,512 million m3 (a 24% reduction) and was equal to 4,716 million m3. This reduction was caused by a drop in electricity generation.

Consumption of fuel oil in 2009 amounted to 45 thousand tons which is 55 thousand tons

In 2009 JSC "OGK-6" had the following fuel mix:
48%of coal,;
51%of gas and ;
1.0%of fuel oil .



Fuel mIx of OGK-6 In 2007—2009, %

Fuel mIx of OGK-6 In 2007—2009, %

Fuel mIx of OGK-6 By plants, %

2007 2008 2009
Coal Gas Fuel oil Coal Gas Fuel oil Coal Gas Fuel oil
OGK-6 44 55 0.8 48 51 1 48 51 1
RGRES 32 68 0.1 38 60 2 26 74 0.2
NChGRES 60 40 0 56 43 0.6 66 34 0.1
KiGRES 96 4 98 2 98 2
KGRES-2 99.9 0.1 99.8 0.2 99.8 0.2
ChGRES 56 44 0.1 45 54 0.6 37 63 0.1
GRES-24 100 100 100
51
52
Fuel consumptIon In physIcal unIts

  Gas, mln. m3 Coal, thousand tons Fuel oil, thousand tons
2007 2008 2009 2007 2008 2009 2007 2008 2009
OGK-6, total 5,890.3 6,227.8 4,717.7 8,968.7 11,295.4 8,345.1 69.9 100.4 45.29
RGRES 1,628.6 1,624.5 1,438.5 1,893.5 2,465.6 1,375.6 1.6 42.02 4.52
NChGRES 1,156.5 1,418.6 948.9 2,614.5 2,947.7 2,949.8 0 15.95 2.28
KiGRES 2,141.4 2,135.5 1,693.4 65.3 33.76 34.32
KGRES-2 3,451.5 5,070.1 3,560.2 1.9 3.85 3.36
ChGRES 470.3 565.9 471.4 1,009.1 812.1 459.5 1.1 4.77 0.79
GRES-24 493.5 483.3 165.5

Fuel consumptIon In 2007—2009, equIvalent fuel In tons

  Gas, thousand tons Coal, thousand tons Fuel oil, thousand tons Total, thousand tons
2007 2008 2009 2007 2008 2009 2007 2008 2009 2007 2008 2009
OGK-6, total 6,747 7,138 5,420 5,388 6,642 5,073 98 138 62 12,232 13,918 10,556
RGRES 2,428 2,413 1,846 893 1,185 637 2 58 6 3,323 3,656 2,489
NChGRES 1,336 1,639 1,094 1,968 2,122 2,156 0 5 5 3,305 3,783 3,253
KiGRES 2,445 2,439 1,941 92 47 48 2,537 2,486 1,989
KGRES-2 1,841 2,791 1,968 3 21 3 1,844 2,796 1,973
ChGRES 537 646 538 685 544 312 1 7 1 1,223 1,197 852


lower than in 2008. JSC "OGK-6" strives to minimize the fuel oil consumption because it is expensive. However, JSC "OGK-6" cannot stop consuming fuel oil.


3.4.1. Gas Consumption

The volume of limited gas used by JSC "OGK-6" plants in 2009 decreased in comparison with 2008 by 5%. The volume of unlimited gas supply (above-limit, commercial and additional) decreased by 52% in 2009 as compared with 2008.

Companies affiliated with JSC "GAZPROM" supply gas to JSC "OGK-6" The gas consumed by JSC "OGK-6" can be divided into the following types :

Limited gas — gas volume sold by JSC "GAZPROM" (produced by JSC "GAZPROM"

and affiliated companies), at state-regulated prices (RF FTS). The volumes of limited gas are established for every plant by JSC "GAZPROM" In 2007, the Company concluded long-term contracts on supplying limited gas up to 2012 with JSC "GAZPROM". According to all long-term contracts, prices for limited gas shall be established in compliance with FTS Order.

Above-limit gas — actual amount of gas received in excess of volume agreed on in the limited gas supply contract. Penalties are charged if an amount which exceeds the contract volume is consumed.

Commercial gas — gas produced by independent companies which are not affiliated with JSC "GAZPROM". The price for commercial gas is not regulated by the state (RF FTS).

The volume of limited gas used by JSC "OGK-6" plants in 2009 decreased in comparison with 2008 by 5%.

The volume of unlimited gas supply (above-limit, commercial and additional) decreased by52% in 2009 as compared with 2008.

Fuel cost structure In 2008—2009, thousand rubles

  2007 2008 2009
thousand rubles thousand rubles thousand rubles
Total expenses 17,899,160 24,271,556 19,210,071
Coal 6,571,642 9,216,834 7,664,991
Gas 10,890,570 14,476,351 11,205,457
Fuel oil 436,948 578,371 339,623
Ryazanskaya GRES 4,492,161 6,312,947 5,123,713
Coal 1,689,878 2,644,573 1,630,787
Gas 2,795,792 3,471,675 3,467,468
Fuel oil 6,491 196,699 25,459
Novocherkasskaya GRES 4,739,782 6,965,573 6,172,530
Coal 2,615,955 3,541,578 3,764,005
Gas 2,123,827 3,356,768 2,393,262
Fuel oil   67,227 15,263
Kirishskaya GRES 4,836,059 5,739,735 4,006,582
Coal      
Gas 4,418,671 5,472,867 3,991,319
Fuel oil 417,388 266,868 272,302
Krasnoyarskaya GRES-2 1,206,690 2,115,657 1,691,327
Coal 1,196,419 2,087,690 1,676,064
Gas      
Fuel oil 10,271 27,967 22,243
Cherepovetskaya GRES 1,744,382 2,058,672 1,583,117
Coal 1,069,390 942,993 594,135
Gas 672,194 1,096,069 984,625
Fuel oil 2,797 19,610 4,356
GRES-24 880,085 1,078,972 368,783
Coal      
Gas 880,085 1,078,972 368,783
Fuel oil      

Gas consumptIon (By types of Gas used) In 2007—2009, mIllIon m3

  2007 2008 2009
Limited gas Above-limit gas Commercial gas Additional gas Gas,total Limited gas Above-limit gas Commercial gas Additional gas Gas,total
OGK-6, total 3,650.3 414.30 1,065.10 760.50 5,890.3 3,676.60 46.7 662.8 1,841.8 6,227.8 3,486.07 40.39 69.38 1,121.87 4,717.70
RGRES 1,420.2 80.30 21.70 106.30 1,628.6 1,451.20 11.4 72.9 89 1,624.5 1,408.92 10.74   18.86 1,438.53
NChGRES 925.4 63.00 168.10 0.00 1,156.5 926.20 0.5 0 491.9 1,418.6 926.70     22.17 948.87
KiGRES 539.6 173.50 792.80 635.50 2,141.4 507.80 32.3 411.8 1,183.5 2,135.5 513.54 29.63 69.38 1,080.83 1,693.38
ChGRES 436.4 33.90 0.00 0.00 470.30 427.00 0.6 138.3 0 565.9 471.40 0.01     471.41
GRES-24 328.7 63.60 82.50 18.70 493.50 364.30 1.9 39.7 77.4 483.3 165.51 0.01     165.51
53
54

Additional gas — gas volume allotted by JSC "GAZPROM" (produced by JSC "GAZPROM" and affiliated companies), in excess of volume according to the limited gas supply contract at prices according to the Russian Federation Government Decree No. 333 dd. May 28, 2007. Prices for additional gas are fixed within the range of maximum and minimum limit prices established according to the procedure set by the Russian Federation Government in accordance with Decree No. 333 dd. May 28, 2007. In accordance with Decree No.333 dd. May 28, 2007 the maximum limited gas price factor from January 1, 2009 was 1.4, from July 2009 – 1.3, from January 2010 – 1.2 and from July 2010 – 1.1

In order to reduce costs of penalties for insufficient or excessive gas use, JSC "OGK-6"takes the following actions:


  • 1.In order to minimize penalties for insufficient or excessive gas use current contracts (apart from gas supply contract for Kirishskaya GRES) provide for a gas metering procedure according to which in the case of insufficient or excessive gas use, a penalty shall be calculated based on limited gas prices only which significantly minimizes the size of the penalty.

  • 2.Orders on gas supply are made on the basis of the additional gas supply contract to avoid excessive monthly use of gas.
  • 3.The supplier is sent a request in a timely fashion to reduce the contractual gas volumes or a resolution is passed on reducing the consumption of replacement types of fuel in order to avoid insufficient gas usage.

  • 4.Dispatch schedules are agreed on in order to reduce the risk of penalties charged for excessive daily gas usage in the event of uneven loading of the gas-fuel oil units.

3.4.2. Coal Consumption

Contracts for coal supply for the needs of JSC "OGK-6" branches, with the exception of supply of Podmoskovny basin coal for Ryazanskaya GRES, and Borodinsky coal for Krasnoyarskaya GRES-2 were concluded on the basis of tenders; this helped to create a competitive environment, to reduce coal price growth rates, preserve the 2008 price for Kansko-Achinsky coal supplied to Ryazanskaya GRES and reduce the price for Khakassiya coal supplied to Cherepovetskaya GRES by 7% in comparison with 2008.

Ryazanskaya GRES is supplied with Podmoskovny basin coal, and Krasnoyarskaya GRES-2 is supplied with Borodinsky coal on the basis of long-term supply contracts.

Krasnoyarskaya GRES-2 is supplied with Borodinsky coal on the basis of a long-term supply contract concluded with JSC SUEK in

Gas Costs (By type of Gas used) In 2009

Gas Costs (By type of Gas used) In 2009


The structure of Gas consumptIon By OGK-6 plants In 2007—2009, %

The structure of Gas consumptIon By OGK-6 plants In 2007—2009, %
Gas Cost struCture for 2008—2009

  2007 2008 2009
thousand rubles thousand rubles thousand rubles
Gas, total 10,890,570 14,476,351 11,205,457
Limited gas 5,913,079 7,455,430 8,238,913
Above-limit gas 846,110 116,742 128,621
Commercial gas 1,466,329 1,777,159 237,424
Additional gas 2,665,052 5,127,021 2,600,489
Ryazanskaya GRES 2,795,793 3,471,675 3,467,468
Limited gas 2,334,062 2,992,192 3,383,708
Above-limit gas 168,022 28,682 37,420
Commercial gas 45,161 205,372 46,340
Additional gas 248,548 245,429  
Novocherkasskaya GRES 2,123,826 3,356,768 2,393,262
Limited gas 1,583,046 1,972,180 2,328,025
Above-limit gas 131,292 575  
Commercial gas      
Additional gas 409,488 1,384,013 65,237
Kirishskaya GRES 4,418,672 5,472,867 3,991,319
Limited gas 840,567 985,398 1,173,831
Above-limit gas 366,272 121,231 91,152
Commercial gas 1,268,508 1,122,054 191,084
Additional gas 1,943,325 3,244,183 2,535,252
Cherepovetskaya GRES 672,194 1,096,069 984,625
Limited gas 615,282 754,655 984,598
Above-limit gas 56,912 1,163 27
Commercial gas   340,251  
Additional gas      
GRES-24 880,085 1,078,972 368,772
Limited gas 540,121 751,005 368,750
Above-limit gas 123,612 5,554 33
Commercial gas 152,661 109,482  
Additional gas 63,691 212,931  


maIn Gas supplIers

Supplier Share in the total fuel supply, %
2007 2008 2009
CJSC Peterburgregiongaz 43 38 38
LLC Ryazanregiongaz 32 31 33
Rostovregionyaz 19 23 21
55
56

2007. The contract is valid until December 31, 2010, yearly price indexation is 12%.

In addition to this, a supply contract for Pereslavl coal with the price of a ton of equivalent fuel which was 7% less than the price for Borodinsky coal was concluded in 2009. 625 thousand tons of Pereslavl coal was supplied in 2009; 26 million rubles (including VAT) were saved by purchasing alternative coal.

Coal is delivered to the branches of JSC "OGK-6" via railway. The services rendered by transport companies are paid on the basis of Price List 10-01 according to tariffs approved by the Federal Tariff Service of the Russian Federation.


3.4.3.Fuel Oil Consumption

Framework contracts for the delivery of fuel oil in 2009 for the needs of the JSC "OGK-6"branch Krasnoyarskaya GRES-2 were concluded on the basis of an open tender which resulted in the selection of 3 winners. Suppliers were selected on the basis of closed bids when fuel oil was required.

3.5. Power Generation Equipment

Maintenance and Repair

All technical work in the repair program for 2009 was aimed at ensuring the working condition of equipment, reliability, safety and efficiency of its operation as well as optimal labor and material costs.

The schedule for carrying out repairs of branch equipment in 2009 was drawn up with consideration of the forecasted non-failure operation time of the energy units which was based on the results of inspections of the condition of equipment and metals, buildings and facilities which were conducted by specialized companies.

It was planned to carry out overhaul and mid-life repairs of equipment with capacities of 2,093 MW in order to provide for the required power supply reliability in 2009. The 2009 annual repairs plan was 100% fulfilled.

Besides this, during technical upgrading and reconstruction, a large amount of work was carried out to replace heating surfaces of unit No. 7 of Novocherkasskaya GRES.

It was planned to carry out overhaul and mid-life repairs of equipment with capacities of 2,093MW in order to provide for the required power supply reliability in 2009.



MaIn coal supplIers (wIth a share In the total fuel supply whICh Is Greater than 10%)

Supplier Share in the total fuel supply, %
2007 2008 2009
LLC SouthernFuelCompany (in 2007 it was called LLC Rostovuglsbyt) 11 10 18
OJSC "Russian Coal" (in 2007 it was called LLC RusUgolProm) 12 11 17
OJSC SUEK   17 15
"Donugol" 4 6 13
CJSC Trading House Ellite 32 28 13
PJSC "Krasnoyarskkrayugol"     3
JSC Mossbasugol 2 1 2
JSC "CC "Kuzbassrazrezugol" 9 5 2
LLC "Tsentrrazrezugol"   11 6

In 2009, the planned transfer from the system of planned and preventative repairs to service maintenance of the primary and auxiliary equipment continued.

In consideration of the positive experience in 2008, work was continued to introduce service maintenance for vacuum systems and carry out actions aimed at reducing vacuum chucks and improving condensers vacuum and the heat exchange process.

Within the framework of major investment projects, at Ryazanskaya GRES and Kirishskaya GRES developmental work with the key Russian and foreign manufacturers of energy equipment was initiated for service maintenance of next generation facilities.

On the basis of the experience of service maintenance of pulverized-coal systems in 2008, at Cherepovetskaya GRES the green light was given to a pilot project for service maintenance of basic equipment – turbines and boilers.

A large amount of work to repair the ash and slag removal systems was carried out at Ryazanskaya GRES and Novocherkasskaya

GRES in 2009. This work was aimed at increasing the removal of ash and slag waste which in turn results in a decrease in environmental payments.

In 2009 the Company implemented plans to improve the maintenance and repair system. The implementation of this project enabled the Company to optimize the number of repair personnel which lead to a reduction of personnel expenses.

At Novocherkasskaya GRES the Maintenance and Repair (MR) information system was test launched in 2009 for the purposes of optimizing planning, implementation and control of power generation equipment repair processes.

The management of repair processes throughout the 2009 repair campaign which took the ranking of repair program measures by priority, the regulation of planning processes and the progress of repairs, introduction of real-time management accounting, raising the requirements for contractors and accepting equipment into consideration made 2009 a successful year and fulfilled all the planned repair program measures.

 
57
60
4

Sales of electricity and heat



4.1. Information on the Electricity Market Structure

The primary market for sales of products generated by the Company's branches is the Wholesale Electricity and Capacity Market. In addition to this, the Company supplies electric power, heat and water to local consumers and enterprises on the retail market, including housing and public utility organizations. Electricity retail markets are a sector for distributing electricity outside the wholesale market with the participation of electricity consumers.

The Wholesale Electricity and Capacity Market (hereinafter referred to as the Wholesale Market or OREM) is the sector for distributing electricity and capacity within the Unified Energy System of Russia in the Russian Federation economic area with the participation of major producers and major buyers of electric power which have obtained the status of Wholesale Market entities and operate on the basis of the Wholesale Market regulations.

Areas are unified as prices zones within the wholesale market: the First Price Zone (Europe and the Urals) and the Second Price Zone (Siberia).

Generating capacity (hereinafter referred to as capacity) is traded in order to ensure reliable and uninterrupted supply of electricity on the Wholesale Market. It is a special product, the purchase of which provides market participants with the right to claim availability of generating equipment for power generation of a fixed quality to the amount required to meet the

participant's electricity needs, taking into account the necessary reserve.

The Wholesale Market is a system of contract relations between participants/entities interconnected by a unified technological process of the generation, transmission, distribution and consumption of electricity and capacity in the UES of Russia. Wholesale Energy Market entities are the companies which purchase and sell electricity (capacity) and/or provide infrastructure services on the Wholesale Energy Market (System Operator – "SO UPS", JSC and the Federal Grid Company "FGC UES" JSC).

The functioning of the Wholesale Market commercial infrastructure is ensured by the Not-for-Profit Partnership Market Council for Arrangement of the Effective System of Electricity and Capacity Retail and Wholesale Trade (hereinafter – NP Market Council) established in accordance with the Federal Act On Electric Power.

Responsibility for arrangement of purchases and sales of electricity on the Wholesale Market (trade system of the Wholesale Market) is borne by the Joint-stock company "Trading System Administrator of Wholesale Electricity Market Transactions" (JSC "TSA").

The settlement system between the Wholesale Market participants is supported by JSC Center of Financial Settlements, a clearing company.

In 2009, wholesale electricity and capacity trade was carried out in accordance with the Regulations of the Wholesale Electricity and

 

Capacity Market effective as of September 1, 2006 (Russian Federation Government Decree No. 529 dd. August 31, 2006) as well as the Regulations of the Wholesale Electricity and Capacity Market for the Transition Period (Russian Federation Government Decree No. 476 dd. June 28, 2008 On Amendments to Certain Decrees of the Government of the Russian Federation on the Issues of Generating Capacity Competitive Trade on the Wholesale Electricity and Capacity Market).

The Company trades electricity and capacity on the Wholesale Market using the following mechanisms

4.1.1. Regulated Contracts (RC)

— is the trade of electricity (capacity) at regulated prices (rates) on the basis of regulated electricity and capacity purchase and sale contracts. In accordance with Russian Federation Government Decree No. 205 dd. April 7, 2007, from January 1 to June 30.65% to 70% of electricity and capacity from the volumes established by the 2007 budgeted balance sheet, and 45% to 50% of electricity and capacity from July 1 to the end of 2009 were supplied at regulated prices (rates) on the Wholesale Market.

Starting on January 1, 2011, electricity and capacity will be supplied on the New Wholesale

 


Period Year Share of sales for RC, %
1 January 1 – June 2007 90—95
July 1 – December 31 85—90
January 1 – June 30 2008 80—85
July 1 – December 31 70—75
January 1 – June 30 2009 65—70
July 1 – December 31 45—50
January 1 – June 30 2010 35—40
July 1 –December 31 15—20
January 1 2011 0


Growth rates of the share of electricity sold at non-regulated prices in accordance with the rf government resolution dd. november 30, 2006

Growth rates of the share of electricity sold at non-regulated prices  in accordance with the rf government resolution dd. november 30, 2006
 
61
62

Electricity and Capacity Market at free (non-regulated) prices, with the exception of supplies to public consumers.

The schedule for registering contracting parties and delivery schedules for regulated contracts are determined by JSC ATS so that the aggregate cost of base volumes of electricity and capacity established by regulated contracts do not exceed the cost of delivery of base volumes established using indicative prices (rates) of consumers.

The functioning of the RC system is based on the following provisions:

  • Two products, namely electricity and capacity, are sold (purchased) according to the regulated contracts entered into.
  • The prices for electricity and capacity under each regulated contract are set equal to the contractor's tariffs for electricity and capacity.
  • The contractor supplies the contract volume of electricity and capacity which it produced, or (for electricity only) purchased on the market at the Day-Ahead Market competitive prices or through non-regulated bilateral contracts. The purchaser pays for the contract volume regardless of its own planned consumption.
  • Purchasers and contractors enter into RCs based on the standard form approved by NP Market Council and constituting an addendum to the agreement on joining the wholesale market trading system.
  • The final cost of capacity for RCs is calculated with consideration of the reduction of cost of capacity caused by the incomplete fulfillment of obligations for maintaining generating equipment for electricity production.
4.1.2. On the Non-Regulated Electricity Market

— electricity is traded at free (unregulated) prices. The non-regulated electricity market has several sectors.

Day-Ahead Market (DAM) — Electricity (capacity) trade at free (non-regulated) prices determined through competitive selection of bid prices of purchasers and contractors carried out twenty-four hours before commencement of the corresponding supply. The basis of the Day-Ahead Market is the competitive day-ahead bid selection by JSC

ATS with determination of hourly equilibrium hub prices and supply (purchase) volumes.

The DAM is structured on the following principles:

  • Volumes of electricity which are not part of RCs and are the result of short-term production and consumption planning are sold.
  • "Missing" volumes of electricity for RCs and also volumes of electricity used by suppliers in order to fulfill their obligations under RCs with the help of other suppliers are purchased.
  • Volumes of electricity are purchased to guarantee supply of electricity under NCECs and retail market supply contracts. In addition to this, electricity which exceeds the volumes for consumption is purchased.
  • Special purpose software calculates the optimal hourly equilibrium prices (hub prices), volumes of production and consumption with consideration of input restraints and technological losses.
  • Generators submit hourly bids on a daily basis for all of the installed capacity of generation equipment used by the System Operator in order to participate in the DAM. With regard to electricity volumes corresponding to the power plant minimum technical requirements, the participants submit price-driven bids only.
  • The system operator plans power modes and operating modes of electricity suppliers and purchasers based on the results of the dayahead competitive bid selection.
  • Purchase and sale contracts and commissions are settled with the unified party – JSC FSC in order to ensure electricity purchase and sale on the DAM.

Balancing Market (BM) — Electricity trade at free (non-regulated) prices determined through competitive selection of bids of suppliers and participants with regulated consumption carried out at least one hour prior to electricity supply for the purposes of forming a balanced electricity generation and consumption mode.

This is the market on which bids for current generation or consumption are traded one hour before actual generation (consumption). Electricity is traded on the Balancing Market according to the following principles:

 
  • The price bids which participants submitted at the DAM are used in BM trading.
  • The differences in actual generation/ consumption volumes from those planned as per the results of the DAM trading are tendered
  • Volumes of electricity are offered during trading which are submitted with the help of immediate price-driven bids for the change to planned volumes of production.
  • Volumes of electricity on the BM are purchased according to the indicators and/or at upper (lower) balancing prices.
  • Purchase and sale contracts and commissions are settled with the unified party – JSC FSC in order to ensure purchase and sale on the BM.

Non-regulated bilateral contracts (NC) —electrical power is traded at free (non-regulated) prices on the basis of electricity purchase and sale contracts (hereinafter referred to as non-regulated bilateral contracts). Concluded non-regulated bilateral electricity purchase and sale contracts have the following specific features:

  • Wholesale Market participants independently determine prices and the volume of electricity supply under on-regulated bilateral electricity purchase and sale contracts.
  • The suppliers and buyers of electricity which enter into non-regulated bilateral electricity purchase and sale contracts shall pay the difference between the equilibrium prices in the buyer and seller's electricity delivery point groups for each contract in accordance with the procedure determined by the agreement on joining the trading system of the Wholesale Market.
  • A supplier which concludes an NC shall deliver electricity to the buyer according to the volume and the price stated in the contract by including all/part of the volume in hourly planned production and/or buying electricity on the Wholesale Market.
  • Every buyer (supplier) is entitled to buy (sell) electricity under non-regulated bilateral electricity purchase and sale contracts exclusively from (to) Wholesale Market participants operating in the relevant price zone.
  • Non-regulated bilateral contracts and also any amendments to them are registered by JSC ATS in accordance with the procedure
  • determined by the agreement on joining the trading system of the Wholesale Market in order to take them into account when establishing obligations (requirements) for Wholesale Market participants.
  • Electricity must be purchased on the DAM in order to provide for electricity supply volumes under NCs.

The ARENA energy exchange provides trading participants with the opportunity to conclude non-regulated bilateral contracts for supply of electricity (NCE).

Exchange traded non-regulated bilateral electricity purchase and sale contracts are entered into by suppliers and buyers when the terms and conditions of two opposite orders submitted by Participants at the exchange are the same

At the end of trading in the settlement period (month), the exchange trading system draws up electricity purchase and sale contracts where the parties to contracts are disclosed.


4.1.3. Non-Regulated Capacity Market

On July 1, 2008 a transitional capacity market was launched in accordance with Russian Federation Government Decree No. 476 dd. June 28, 2008. Its main provisions are as follows:

  • The introduction of the procedure for competitive selection of capacity (CSC).
  • The guarantee of payment for capacity of suppliers whose bids were chosen by CSC.
  • Liberalization of capacity trade.
  • The possibility to trade capacity at free (non- regulated) prices.

Competitive selection of capacity (CSC) is capacity traded at free (non-regulated) prices determined through competitive selection of bid prices to sell capacity. The Company submits bids to sell capacity to participate in the competitive selection of capacity with regard to capacity of the generating equipment recorded on the budgeted balance sheet for the corresponding calendar year. The size of the monthly payment for one unit of capacity specified in the price bid to sell capacity which was submitted with regard to the capacity of generating equipment recorded on the budgeted balance sheet in 2007 as of January 1, 2007 cannot exceed the threshold level which is equal to the regulated price (rate) for capacity established in the reviewed year by the

 
63
64

Federal Tariff Service of the Russian Federation in relation to the generating equipment.

A price bid to sell capacity which was submitted with regard to the capacity of generating equipment commissioned after 2007 must conform with the requirements for economic feasibility of the size of a monthly payment for one unit of capacity as determined by the agreement on joining the trading system of the Wholesale Market.

The procedure for establishing the compliance (non-compliance) of a price bid to sell capacity with the requirement for economic feasibility of the size of a monthly payment for one unit of capacity and also the procedure for bringing the bid into line with this requirement are specified by the agreement on joining the trading system of the Wholesale Market.

The following parameters are defined based on the competitive selection of capacity:

  • the list of the Wholesale Market participants supplying capacity in the corresponding calendar year
  • the list of the generating equipment having passed the CSC with the indication of free flow zones
  • capacity volumes and free (non-regulated) prices determined based on the competitive selection of bid prices to sell capacity.

Purchase and sale contracts and commissions are settled with the unified party – JSC FSC in order to ensure electricity purchase and sale in the CSC.

As a result of CSC, every supplier is required to maintain its generating equipment in a state of permanent electricity generation readiness.

To fulfill its obligations regarding the capacity quality the Company entered into agreements for the transfer of capacity by the Wholesale Market participants – electricity and capacity suppliers with all the suppliers of the Wholesale Energy Market and a unified party JSC FSC.

Non-regulated bilateral contracts on electricity and capacity (NCEC) – electrical power is traded at free (non-regulated)

prices on the basis of electricity and capacity purchase and sale contracts.

OTC NCEC — a non-regulated purchase and sale contract for electricity and capacity concluded by a supplier and a buyer – parties to a regulated contract (RC). The capacity volume in the contract shall not exceed the deregulated part of the corresponding RC, i.e. the difference between the RC capacity volume before deregulation (100%) and the RC volume after deregulation. Effecting OTC NCECs makes it possible for suppliers to obtain additional profit from the sale of capacity at non-regulated prices and also to reduce the risk of failure to pay for a part of capacity by non-payers in case of this capacity sale in the CSC.

The ARENA energy exchange provides trading participants with the opportunity to conclude exchange traded non-regulated bilateral contracts for supply of electricity and capacity (NCEC). When settling an exchange-traded NCEC , the price for electricity and capacity depends on the type of the contract settled (peak, shoulder, valley) and free flow zone, and is determined for each "supplier – purchaser"pair separately through comparison of their bids submitted to the commodity exchange.

Exchange traded purchase and sale NCECs are entered into by suppliers and buyers when the terms and conditions of two opposite orders submitted by Participants at the exchange are the same.

At the end of trading in the settlement period (month), the exchange trading system draws up electricity and capacity purchase and sale contracts where the parties to contracts are disclosed.


4.2. System of the Company's Contracts on the Wholesale Electricity and Capacity Market

In the period from January 1, 2009 to December 31, 2009 the Company entered into 1,342 regulated contracts for the purchase and sale of electricity and capacity with 161 contracting parties.

 
The larGest ContraCtInG partIes

 

The total volume of electricity sales in 2009 amounted to33,998million kWh.

  Contracting party name Share in total RC volume of JSC “OGK-6”
1 Mosenergosbyt 14.80%
2 Petersburg Sales Company 8.31%
3 Rusenergosbyt 4.31%
4 Volgogradenergosbyt 3.36%
5 Chelyabenergosbyt 3.31%
6 INTER RAO UES 2.72%
7 Voronezh PSC 2.59%
8 Samaraenergo 2.49%
9 Kuzbass Power Sales Company 2.49%
10 Vladimir Power Sales Company 2.43%
11 Vologda Retail Company 2.36%
12 "Independent energy-sale company" 2.17%
  Total 51.34%

 

4.3. Electricity Supply

4.3.1. Physical Indicators

The total volume of electricity sales in 2009 amounted to 33,998 million kWh, 21% less than total volume of electricity sales in 2008. Although the total volume of inhouse electricity sales on the Wholesale Market in 2009 reduced by 26% versus 2008, the total volume of purchased electricity sales grew by 4%.

This could have been caused by lower prices for electricity on the non-regulated sectors of the market compared to established tariffs under regulated contracts.

The total volume of sales on the retail market remained almost at the same level having reduced by 7.5 million kWh (or 0.8%). The largest supplier of electricity for the retail market is Kirishskaya GRES.

In 2009 the volume of purchased electricity grew by 23% due to reducing of prices on the DAM.

Electricity in the segment of non-regulated bilateral contracts was purchased by entering into exchange traded NCEC on the ARENA energy exchange that started operating in 2008.

In 2009 the volume of purchased electricity grew by 23% due to reducing of prices on the DAM.


Electricity sales breakdown in 2008—2009, million kwh

Plant name Total electricity sales Total electricity purchases Total inhouse electricity sales
2008 2009 change 2008 2009 change 2008 2009 change
Ryazanskaya GRES 11,412 8,477 - 26% 2,664 1,987 - 25% 8,748 6,490 - 26%
Novocherkasskaya GRES 10,654 8,951 - 16% 514 315 - 39% 10,140 8,636 - 15%
Kirishskaya GRES 8,487 7,438 - 12% 2,417 2,856 18% 6,070 4,581 - 25%
Krasnoyarskaya GRES-2 7,201 5,450 - 24% 483 938 94% 6,717 4,511 - 33%
Cherepovetskaya GRES 3,534 2,487 - 30% 395 298 - 24% 3,140 2,189 - 30%
GRES-24 1,970 1,195 - 39% 289 636 120% 1,681 559 - 67%
TOTAL 43,259 33,998 - 21% 6,763 7,032 4% 36,496 26,966 - 26%
65
66
Total inhouse and purchased electricity sales

Total inhouse and purchased electricity sales


EleCtrICIty sales By seCtor In 2008—2009 (mIllIon kwh)

Plant name RC DAM BM NC Wholesale market, total Retail market Total
2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009
Ryazanskaya GRES 6,116 4,928 4,786 2,638 508 458 0 450 11,410 8,475 3 3 11,412 8,477
Novocherkasskaya GRES 7,537 6,121 2,888 2,358 230 469 0 3 10,654 8,951 0 0 10,654 8,951
Kirishskaya GRES 5,445 4,515 1,366 1,269 705 439 0 251 7,516 6,474 971 963 8,487 7,438
Krasnoyarskaya GRES-2 4,247 3,470 2,712 1,776 242 204 0 0 7,201 5,450 0 0 7,201 5,450
Cherepovetskaya GRES 2,084 1,703 1,219 491 230 293 0 0 3,534 2,487 0 0 3,534 2,487
GRES-24 1,238 1,022 667 140 62 31 0 0 1,968 1,193 2 2 1,970 1,195
TOTAL 26,667 21,759 13,638 8,672 1,977 1,894 0 704 42,283 33,029 976 969 43,259 33,998



Electricity sales

Electricity sales
ELECTRICITY PURCHASE ON THE WHOLESALE MARKET BY SECTOR IN 2008—2009 (MILLION KWH)

Plant name DAM BM NC Total
2008 2009 2008 2009 2008 2009 2008 2009
Ryazanskaya GRES 2,017 1,758 648 229 0 0 2,664 1,987
Novocherkasskaya GRES 201 195 314 120 0 0 514 315
Kirishskaya GRES 2,078 2,506 339 131 0 220 2,417 2,856
Krasnoyarskaya GRES-2 247 634 236 305 0 0 483 938
Cherepovetskaya GRES 143 229 252 70 0 0 395 298
GRES-24 140 606 149 31 0 0 289 636
TOTAL 4,826 5,927 1,937 885 0 220 6,763 7,032


Electricity purchase

Electricity purchase

4.3.2. Prices for Electricity on the Wholesale Market

Electricity Tariffs

Electricity generation tariffs are established each year by the Federal Tariff Service Order pursuant to Decree No. 109 On Price Formation with regard to Electric and Heat Power in the Russian Federation by the Government of the Russian Federation dd. February 26, 2004

Tariffs for 2009 were established by the Federal Tariff Service Order No. 272-э/8

Tariffs for Electricity (Capacity) Sold on the Wholesale Market under Contracts within Limit (Minimum and Maximum) Volumes of Electricity (Capacity) Sales at Regulated Prices (Tariffs) dd. November 25, 2008.

In 2009 the equilibrium hub price index of "OGK-6" plants in the first price zone was generally reduced versus the price index in 2008 on the non-regulated electricity market. This is due to an essential decrease in power consumption in the Russian Federation from October 2009 caused by financial recession affecting large-scale industrial customers.

67
68
EleCtrICIty tarIffs In 2008—2009, rubles/mwh

Plant name 2008 2009
Ryazanskaya GRES 679.97 837.62
Novocherkasskaya GRES 621.56 818.51
Kirishskaya GRES 822.31 1,048.64
Krasnoyarskaya GRES-2 313.06 432.75
Cherepovetskaya GRES 635.51 778.70
GRES-24 621.30 775.94




 
Dynamics of electricity sale prices in 2008/2009, rubles/mwh

Dynamics of electricity sale prices in 2008/2009, rubles/mwh


Over 2009 there was a slight free market prices growth trend conditioned by gradual power consumption growth in the Russian Federation and quarterly gas prices growth. Compared to 2008, the Wholesale Electricity Market showed lower DAM volatility which resulted from a more even load of plants within peak load periods.

In the second price zone, the free market equilibrium price index was fairly stable with fluctuations due to seasonal factors in the Krasnoyarskaya GRES-2 area. It should be noted that the Sayano-Shushenskaya HPP breakdown on August 17, 2009 did not result in essential price growth on the non-regulated Wholesale Electricity Market despite considerable workload increase for II price zone plants

 
ACtual OGK-6 eleCtrICIty sale prICes By wholesale marKet seCtor In 2008-2009, rubles/mwh

Plant name Sale price1
RC DAM BM NC
2008 2009 2008 2009 2008 2009 2009
Ryazanskaya GRES 680 838 762 665 782 750 820
Novocherkasskaya GRES 622 819 803 721 712 737 818
Kirishskaya GRES 822 1,049 769 725 935 900 828
Krasnoyarskaya GRES-2 314 433 479 423 418 396
Cherepovetskaya GRES 636 779 778 746 662 724
GRES-24 621 776 784 667 700 653
TOTAL 628.0 804.0 717.9 644.0 767.5 737.8 822.7



ACtual OGK-6 eleCtrICIty purChase prICes By wholesale marKet seCtor In 2008-2009, rubles/mwh

Plant name DAM BM
2008 2009 2008 2009
Ryazanskaya GRES 670 646 552 611
Novocherkasskaya GRES 632 631 458 739
Kirishskaya GRES 666 645 745 832
Krasnoyarskaya GRES-2 451 363 845 461
Cherepovetskaya GRES 669 585 628 663
GRES-24 582 690 326 446
TOTAL 652.5 617.1 598.5 607.8



ACtual OGK-6 averaGe eleCtrICIty sale prICes

Plant name Actual average price on the overall wholesale market Actual average price considering capacity
2008 2009 2008 2009
Ryazanskaya GRES 743 820 1,041 1,299
Novocherkasskaya GRES 680 793 944 1,152
Kirishskaya GRES 893 1,204 1,235 1,777
Krasnoyarskaya GRES-2 361 435 608 865
Cherepovetskaya GRES 692 788 995 1,293
GRES-24 719 854 1,059 2,041
TOTAL 668.5 795.5 956.1 1,256.5



1 The prices are weighted average sale (purchase) prices of electricity calculated as sale (purchase) value of electricity (capacity) divided by the corresponding volumes. Actual value is indicated, i.e. it includes both immediate sale (purchase) value of electricity (capacity) according to competitive bidding results and value adjustment. The value on the DAM is adjusted out in accordance with Clause 80 of Decree No. 529 of the Russian Federation Government On Improvement of the Procedure for Wholesale Electricity (Capacity) Market. The value djustment on BM is carried out in accordance with Clause 9.1 of the Regulations for Determination of Volumes, Initiatives and Value of Deviations.
69
70
4.3.3. Electricity Sales Price Indicators

In 2009 there was a 4% growth in the share of electricity sales under regulated contracts in connection with JSC "OGK-6" output decrease due to a price indicator drop on the non-regulated electricity market and essential growth of tariffs under regulated contracts established by the Federal Tariff Service of the Russian Federation.


4.4. Capacity Sales

4.4.1. Capacity Sales: Quantitative Indicators

Capacity of JSC "OGK-6" shall be paid monthly on the basis of availability of generating equipment. The installed capacity of JSC "OGK-6" is 9,052 MW. In 2009 we sold 9,093 MW, or 0.6 % more than in 2008.

Since July 1, 2008 the Company has been participating in competitive selection of capacity in accordance with Russian Federation Government Decree No. 476 dd. June 28, 2008. In 2009 JSC "OGK-6" sold nearly 33% of capacity on the non-regulated market. Capacity traded on a competitive basis shall be paid to the supplier at a price indicated in the order considering the seasonality coefficient.

Free capacity volume was sold under non-regulated bilateral contracts for electricity and capacity supply (NCECs): OTC and Arena exchange contracts. In 2009 the following branches of JSC "OGK-6" concluded capacity supply agreements: Kirishskaya GRES, Ryazanskaya GRES and Novocherkasskaya GRES

In 2009 we sold9,093MW,
or 0.6 % more than in 2008




Revenue from eleCtrICIty sales In 2008—2009, mIllIon rubles (exCludInG vat)

Plant name RC DAM BM NCEC Wholesale market, total Retail market Total
2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009
Ryazanskaya GRES 4,159 4,128 3,649 1,754 398 344 0 369 8,205 6,594 2 3 8,207 6,597
Novocherkasskaya GRES 4,684 5,010 2,320 1,700 164 346 0 2 7,168 7,058 0 0 7,168 7,058
Kirishskaya GRES 4,477 4,735 1,050 921 659 395 0 208 6,186 6,258 969 1,330 7,155 7,588
Krasnoyarskaya GRES-2 1,332 1,502 1,300 751 101 81 0 0 2,733 2,334 0 0 2,733 2,334
Cherepovetskaya GRES 1,325 1,326 949 366 153 212 0 0 2,426 1,904 0 0.6 2,426 1,905
GRES-24 769 793 523 93 44 20 0 0 1,336 907 4 5 1,340 911
TOTAL for OGK-6 16,746 17,494 9,791 5,585 1,518 1,397 0 579 28,055 25,055 974 1,338 29,029 26,392


CapaCIty sales By CapaCIty marKet seCtor In 2008—2009, mw per month.

Plant name RC CSC NCEC Retail market Total
2008 2009 2008 2009 2008 2009 2008 2009 2008 2009
Ryazanskaya GRES 2,352 1,766 135 110 130 759     2,618 2,635
Novocherkasskaya GRES 1,876 1,350 209 676 0 73     2,085 2,099
Kirishskaya GRES 1,849 1,400 175 82 45 595 120 118 2,188 2,195
Krasnoyarskaya GRES-2 1,086 837 129 391 0 0     1,216 1,228
Cherepovetskaya GRES 561 433 62 194 0 0     623 627
GRES-24 278 214 29 94 0 0     307 308
TOTAL 8,002 6,001 739 1,548 175 1,426 120 118 9,037 9,093
CapaCIty purChase By CapaCIty marKet seCtor In 2008—2009, mw

Plant name NCEC CSC Total
2008 2009 2008 2009 2008 2009
Ryazanskaya GRES 0 0 3 0 3 0
Novocherkasskaya GRES 0 0 9 6 9 6
Kirishskaya GRES 0 100 185 94 185 195
Krasnoyarskaya GRES-2 0 0 10 3 10 3
Cherepovetskaya GRES 0 0 6 1 6 1
GRES-24 0 0 1 0 1 0
TOTAL 0 100 215 105 215 205

4.4.2.Capacity Sale Prices

Tariffs for 2009 were established by the Federal Tariff Service Order No 272-э/8 On Tariffs for Electricity (Capacity) Sold on the Wholesale Market under Contracts within Limit (Minimum and Maximum) Volumes of Electricity (Capacity) Sales at Regulated Prices (Tariffs) dd. November 25, 2008.

Capacity order price for CSC included in the balance of the Federal Tariff Service of the Russian Federation in 2007 shall not exceed the tariff established by the Federal Tariff Service.


4.4.3.Capacity Sales: Price Indicators

In 2009 there was a 23% increase in capacity sale share accounted for by CSC and NCEC.





In 2009 there was a 23%increase in apacity sale share accounted for by CSC and NCEC.



DynamIcs of changes to electricity and capacity tariffs1 In 2008—2009, rubles/mw per month

Plant name 2008 2009
average January-June July-December
Ryazanskaya GRES 83,088.41 78,136.44 88,040.38 95,791.37
Novocherkasskaya GRES 108,559.17 102,089.17 115,029.17 125,069.41
Kirishskaya GRES 81,235.10 76,393.58 86,076.62 93,705.81
Krasnoyarskaya GRES-2 116,681.09 109,727.03 123,635.15 136,148.13
Cherepovetskaya GRES 129,681.72 121,952.84 137,410.60 149,208.69
GRES-24 156,930.34 147,577.47 166,283.20 180,471.74


Revenue from CapaCIty sales In 2008—2009, mIllIon rubles (exCludInG vat)

Plant name RC CSC NCEC Wholesale market, TOTAL Retail market TOTAL
2008 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009
Ryazanskaya GRES 2,308 1,995 128 133 172 979 2,607 3,107     2,609 3,107
Novocherkasskaya GRES 2,409 2,000 283 980 0 131 2,691 3,111     2,692 3,111
Kirishskaya GRES 1,773 1,546 171 109 64 737 2,008 2,392 330 490 2,339 2,882
Krasnoyarskaya GRES-2 1,486 1,330 189 612 0 0 1,675 1,943     1,675 1,943
Cherepovetskaya GRES 861 767 101 342 0 0 962 1,109     962 1,109
GRES-24 516 459 57 202 0 0 573 661     573 661
TOTAL 9,354 8,098 930 2,377 236 1,847 10,516 12,322 330 490 10,850 12,812


1From July 1, 2008 capacity tariffs are set for available capacity (installed capacity minus restrictions) according to the balance of the Federal Tariff Service. In 2009 available capacity of Krasnoyarskaya GRES-2 amounted to 1,233 MW, Kirishskaya GRES — 2,084 MW, in other plants it was equal to installed capacity.
71
72
ACtual CapaCIty purChase Cost In 2008—2009, mIllIon rubles (exCludInG vat)

Plant name NCEC CSC Total
2008 2009 2008 2009 2008 2009
Ryazanskaya GRES 0 0 5 0 5 0
Novocherkasskaya GRES 0 0 13 12 13 12
Kirishskaya GRES 0 135 263 182 263 318
Krasnoyarskaya GRES-2 0 0 13 4 13 4
Cherepovetskaya GRES 0 0 9 2 9 2
GRES-24 0 0 1 0 1 0
TOTAL 0 135 305 201 305 337

In accordance with Decree of the Government of the Russian Federation No. 205 dd. April 7, 2007 the liberalization share in the first half of the year was 30%, and 50% in the second half. In 2008, capacity was only sold under CSC and NCEC in the second half of the year.


4.5. Heat Supply

The main activity of branches on the heat market is heat supply to industrial enterprises and housing and public utilities structures.

Heat is sold by branches under three types of contracts:

  • hot water supply for heating support;
  • hot water supply for domestic needs;
  • heat power supply in the form of steam for enterprise process needs.

In 2009 JSC "OGK-6" branches supplied 4,170 thousand Gcal of heat under heat supply contracts. All contractual obligations were fulfilled in compliance with the terms and conditions of contracts without failures in supply schedules and heat carrier temperature


Kirishskaya GRES

Kirishskaya GRES accounts for more than 60% to the total volume produced by JSC "OGK-6"plants. This is conditioned by the developed industrial infrastructure of Kirishi, in particular, industrial, construction and agricultural enterprises in Kirishi which are supplied with heat energy and water from Kirishskaya GRES under direct agreements. Besides, the plant provides the town with hot water for heating

and water supply systems through municipal housing and public utilities infrastructure.


Krasnoyarskaya GRES-2

Krasnoyarskaya GRES-2 supplies and sells heat to industrial enterprises of the city as well as heat energy and hot water to a municipal enterprise (Teplovye Seti Municipal Unitary Enterprise) which is a wholesale buyer and resells heat to municipal housing and public utilities enterprises of Zelenogorsk. Zelenogorsk municipal industrial infrastructure consumes virtually no heat energy of the GRES therefore Teplovye Seti is the major consumer on the retail market. It accounts for 99% of consumption.


Novocherkasskaya GRES

Novocherkasskaya GRES is the major enterprise of Donskoi settlement. Largescale consumers of heat energy generated by GRES are Zhilremont-7 LLC, condominium partnerships and individual entrepreneurs. The heat supply retail market has not developed as Novocherkassk is 20 km away from Donskoi settlement.


Ryazanskaya GRES

Ryazanskaya GRES is the major enterprise of Novomichurinsk. Ryazanskaya GRES supplies and sells heat energy to industrial enterprises and heat energy and hot water to Novomichurinskoe Municipal Housing and Public Utilities Enterprise (Novomichurinskoe Utilities) which is a wholesale buyer and

 

reseller to residents living in private houses. The main heating system that has been transferred from the Novomichurinskoe Utilities is on the balance of Ryazanskaya GRES.


Cherepovetskaya GRES

Cherepovetskaya GRES is the major enterprise of Kadui settlement. Cherepovetskaya GRES sells heat energy and hot water to Kadui industrial enterprises as well as heat energy and hot water to the settlement inhabitants through Kadui settlement Housing and Public Utilities

Municipal Unitary Enterprise (Kadui Utilities), which is responsible for heat energy supply via the utilities infrastructure. Agreements with individuals are concluded on the basis of a trilateral agreement between the settlement administration, GRES and Kadui Utilities. According to this agreement the plant shall maintain heat supply contracts with individuals and collect payment. Besides this, the plant shall render drinking water supply and waste water treatment services to industrial enterprises of the settlement and Kadui Utilities.

 

ProduCtIve heat supply and BreaKdown By Consumer In 2007—2008, thousand GCal

Plant name 2008 2009
heat supplied, Gcal/year housing and public utilities share (%) Industrial enterprises share (%) Other consumers share (%) heat supplied, Gcal/year housing and public utilities share (%) Industrial enterprises share (%) Other consumers share (%)
Ryazanskaya GRES 186.0 83.06 16.94 181.8 81.24 18.76
Novocherkasskaya GRES 93.6 91.88 6.83 1.29 56.3 73.69 10.79 15.52
Kirishskaya GRES 2,632.5 20.02 76.99 2.99 2,605.7 19.81 78.86 1.33
Krasnoyarskaya GRES-2 1,156.3 0.43 99.57 1,234.3 0.13 99.87
Cherepovetskaya GRES 97.1 27.78 3.04 69.18 92.1 23.09 2.16 74.75
TOTAL 4,165.5 47.84 49.0 3.16 4,170.2 17.42 49.45 33.13



Total productive heat supply by power plants In 2008—2009, GCal

Total productive heat supply by power plants In 2008—2009, GCal
73
74
DynamICs of ChanGes In heat tarIffs In 2008—2009, rubles/GCal (exCludInG vat)

Plant name 20081 20091
Ryazanskaya GRES 424.24 430.17
Novocherkasskaya GRES 678.69 1,238.36
Kirishskaya GRES 560.84 600.62
Krasnoyarskaya GRES-2 315.31 347.99
Cherepovetskaya GRES 519.87 568.74
Total for OGK-6 488.60 531.40


Total revenue from heat sale In 2008—2009, mIllIon rubles (exCludInG vat)

Plant name 2008 2009
Ryazanskaya GRES 78.25 106.21
Novocherkasskaya GRES 61.11 71.27
Kirishskaya GRES 1,487.15 1,563.56
Krasnoyarskaya GRES-2 363.24 429.52
Cherepovetskaya GRES 46.89 52.45
Total for OGK-6 2,036.64 2,223.01

 

4.6. Electricity, Capacity and heat Sales Revenue Structure

The majority of JSC "OGK-6's" revenue comes from electricity (63%) and capacity sale (31%). The more electricity is sold, the

greater its share in the revenue structure is, since the payment for capacity is more or less stable.

Revenue from heat sales amounts to 5% of revenue.



Electricity, Capacity and heat Sales Revenue Structure



1 Actual average rates
ELECTRICITY AND CAPACITY SALES REVENUE ON WHOLESALE MARKET IN 2008—2009

ELECTRICITY AND CAPACITY SALES REVENUE ON WHOLESALE MARKET IN 2008—2009
75
78
5

Investment activities



JSC "OGK-6" carries out investment activity along the following lines:

  • implementation of large-scale investment projects;
  • updating the existing industrial facilities.

5.1. Large-scale Investment Projects

JSC "OGK-6" is currently implementing four large-scale investment projects.


Addition of a Gas Turbine to Steam Turbine Plant, GRES-24, Unit No. 1 (CCGT Unit-420)

At present, GRES-24 which is included in Ryazanskaya GRES as Unit No. 7 consists of one combined cycle gas turbine unit with a capacity of 310MW. This generating facility

belongs to the Central Unified Power System (UPS Center).

Implementation of this project will make Ryazanskaya GRES more competitive on the electricity and capacity market, increase the Company's profit due to more efficient operation and generation of electricity and meet the UPS Center's growing demand for electricity.

The project includes adding a gas turbine with a capacity of 110MW to the existing 310MW unit according to the afterburning scheme. The existing boiler P-74 was originally designed for work with a MHD (magnetohydrodynamic) generator and is ideal for operating as part of a combined cycle gas turbine unit according to the afterburning scheme.

Figure 1 shows a schematic diagram of CCGT Unit-420. The air and gas mixture is fed

Large-scale investment projects

Large-scale investment projects

larGe-sCale Investment proJeCts

Project Period of implementation Increase of capacity (mW) Expected project cost (million rubles, including VAT) Concluded contracts cost (million rubles, including VAT) Drawn on project (reported (million rubles, including VAT) Financed as of december 31, 2009 (million rubles, including VAT) Financed in 2009 (million rubles, including VAT)
“Addition of a gas turbine to steam turbine plant, GRES-24, Unit No. 1” (CCGT Unit-420) 2-nd quarter 2010 110 4,189.0 4,153.5 3,223.4 3,678.1 1,675.0
“Modernization of the condensing section of Kirishskaya GRES on the basis of combined cycle technology”, unit No. 6 (CCGT Unit-800) 4-th quarter 2011 540 19,012.0 16,674.6 7,861.8 10,887.6 5,698.7
“Construction of Novocherkasskaya GRES Power Unit No. 9 using circulating fluidized bed technology”, Unit No. 9 (330 MW) 4-th quarter 2014 330 24,308.2 11,063.1 2,180.5 5,101.3 1,492.4
“Construction of the second phase of Cherepovetskaya GRES with separation of the first startup facility” — Unit No. 4 (330 MW) (project may be amended) 4-th quarter 2014 330 21,536.5 20,830.4 372.8 2,161.9 509.5
Total for the investment project   1,270 69,045.7 52,721.7 13,638.5 21,828.8 9,375.6

Fig. 1


Fig. 1

Key technical and economic performance indicators of the project

Aspect Project indicators per year
Number of hours of the installed capacity use (h) 5,500
Installed electric capacity (MW) 420
Production of electricity (mln. kWh) 2,310
Consumption for own needs (%) 4.01
Productive electricity supply (mln. kWh) 2,217.3
Specific consumption of equivalent fuel for supplied electricity generation (g/kWh) 279.5


 

into the combustion chamber (CC) of the gas turbine installation, the combustion products perform their work in the gas turbine and upon completion are discharged in the boiler. Inside the boiler, the heat of the departing GTU gases is used for generation of steam which is fed to the steam turbine.

The project includes a range of works aimed at installation of a gas-turbine unit (GTU-110), reconstruction of the bottom part of the existing P-74 boiler, construction of a booster compressor plant with gas pipelines. The output of the gas-turbine unit (GTU-110) shall be

directed to 500 kV Ryazanskaya GRES busbars through the existing flexible connection (VL-500kV) of the GRES-24 power unit.

Specific consumption of equivalent fuel by the modernized power unit will amount to 279.5 g/kWh and the performance factor (PF) will reach 44.0%. In 2009 the specific consumption of equivalent fuel by the power unit was 355g/kWh and the PF was 36.7%.

In June 2007, the Company entered into an agreement with JSC UES Engineering Center, namely its branch Teploelektroproekt Institute, on developing design estimates.

79
80

In April 2007, the Company entered into an agreement with JSC NPO Saturn on delivering a gas-turbine unit (GTU-110).

In December 2007, the Company entered into an agreement with JSC UES Engineering Center on carrying out the functions of a construction manager.

In August 2008, the Company entered into an agreement with PJSC "EMAlliance" on delivering equipment for reconstructing the boiler P-74.

In March 2008, the Company entered into an agreement with JSC PF "VIS" on carrying out assembly and installation work for construction of buildings and structures according to the design.

In January 2009, the Company entered into an agreement with JSC Elektrotsentrmontazh on installing electrical equipment according to the design.

In February 2009, the Company entered into an agreement with JSC Sphera on installing heat engineering equipment according to the design.

In February 2009, the Company entered into an agreement with LLC Prombezopasnost on providing phased expert review of the design documentation.

In March 2009, the Company entered into an agreement with LLC Gazenergopromengeneering on carrying out commissioning work according to the design.

In April 2009, the Company enter into an agreement with JSC Ivelektronaladka on supplying and installing control and measuring instruments and apparatus according to the design.

Design documentation has been fully developed.

A GTU-110 automatic control system and a gas-turbine engine-110 have been delivered to the construction site.

Boiler modernization equipment has been supplied.

Automatic process control system equipment of the power unit has been manufactured and supplied in full.

A TTK-110 generator has been installed, and work on installation of air inlet path, bottom burners, boiler diffuser frame, air chutes of gas turbine protection system has been completed. Work on installation of auxiliary equipment

and gas turbine operating platforms, industrial pipelines and gas pipelines is being finalized. Heat insulation work is being conducted.

Work on building walls of the booster compressor plant has been completed and on-site roads have been built.

The main power motor (3,150 kW) has been delivered to the construction site of the booster compressor plant and gas treatment unit.

Due to alterations in GTE-110 No. 5 equipment delivery dates, in February to September 2009, JSC "OGK-6"pursuant to the agreement with JSC NPO Saturn received approval to extend the equipment commissioning term according to the design from the fourth quarter of 2009 to June 1, 2010.


Modernization of the Condensing Section of Kirishskaya GRES on the Basis of Combined Cycle Technology, Unit No. 6 (CCGT Unit – 800).

The investment project of modernization of the plant's power unit six was developed in order to increase Kirishskaya GRES's competitiveness, raise the technological process efficiency as well as to meet the peak demand and forecasted deficit of electricity in the region

Conversion of power unit six from an ordinary steam-power cycle into a combined cycle plant will significantly increase the performance indicators of the plant and its competitiveness by reducing SCEF (specific consumption of equivalent fuel) and also will prolong the service life of the modernized equipment.

The project is aimed at adding two gas turbines with a capacity of 279MW each and two drum heat-recovery boilers to the existing steam turbine of power unit six.

The existing steam turbine of power unit six shall be modified with consideration for its future use as part of a combined cycle gas turbine unit (CCGTU). Operating as part of the CCGTU, the steam turbine will have an installed capacity of up to 260MW.

Figure 2 shows a schematic diagram of a CCGTU-800. The air-gas mixture is fed into the combustion chamber (CC) of the gas turbine installation, the combustion products perform their work in the gas turbine and upon completion are discharged into the heat-recovery boilers. Inside the heat-recovery

 

Fig. 2


Fig. 2

 

boiler, the heat of the departing GTU gases is used for generation of steam which is fed to the steam turbine.

The modernized unit is expected to be commissioned in 2010.

The specific consumption of equivalent fuel by the modernized power unit will be 221.5 g/kWh and the performance factor (PF) will reach 55.5%. In 2009, the specific consumption of equivalent fuel by the power unit was 351 g/kWh and the PF was 35%.

The existing infrastructure of Kirishskaya GRES will be used in the course of implementing the project to the fullest possible extent i.e. the project will be implemented on the plant's site, part of the existing power equipment (steam turbine No. 6) and the existing water supply system will be used. A scheme of power distribution is being developed which includes enhancing of the outdoor switchgear (OSG).

Figure 3 shows a schematic plan of Kirishskaya GRES, the new addition to the main building where the gas-turbine and boiler equipment will be installed is circled.

In June 2007, the Company entered into an agreement with JSC SevZap NTC on developing design estimates.

In July 2007, the Company entered into an agreement with PJSC "EMAlliance" on delivering two heat-recovery boilers. The equipment will be delivered during 2009.

In September 2007, the Company entered into an agreement with JSC "Power Machines" on delivering two GT5-PAC4000F gas-turbine generating units with a capacity of 279MW each (manufactured by Siemens).

In March 2008, the Company concluded a general contract with LLC PC "VIS" on carrying out a range of assembly and installation work plus commissioning works.

Currently, working documentation for this project is being sent to production, primary equipment supply has been finished and it is currently being installed. Work on main building construction is being completed, construction works to enhance OSG-330kV are being carried out, on-site engineering networks are being constructed and auxiliary equipment is being supplied.

81
82

Fig. 3


Fig. 3

Key teChnICal and eConomIC performanCe IndICators of the proJeCt

Aspect Project indicators per year
Number of hours of the installed capacity use (h) 5,625
Installed electric capacity (MW) 800
Production of electricity (mln. kWh) 4,500
Consumption for own needs (%) 2.08
Productive electricity supply (mln. kWh) 4,406.3
Specific consumption of equivalent fuel for supplied electricity generation (g/kWh) 221.5




 
Construction of Energy Unit No. 9 of Novocherkasskaya GRES using the CFB Technology (330MW)

Implementation of the project will strengthen competitiveness of Novocherkasskaya GRES on the electricity and capacity market, increase the Company's profit through raising the level of its operational efficiency and intensifying generation of electricity as well as make reconstruction of the existing primary power equipment possible.

The project of modernizing Novocherkasskaya GRES includes construction of a new power unit with a capacity of 330MW and installation of a circulating fluidized bed boiler (CFB) on the unoccupied site of the plant's territory. It will be the first power unit with CFB made in Russia which is an optimal solution from the viewpoint of the current environmental regulations and which meets the requirements of the current European standards on hazardous emissions.

Figure 4 shows the schematic diagram of the power unit.

Figure 5 shows the schematic diagram of a boiler with CFB. The circulating fluidized bed boiler functions as follows: The material of the bed is brought to the suspension state (so called "fluidized bed") by blowing the air through the substance of the bed placed on a lattice/air distributor. At high air speeds the bed expands and some particles of the bed along

expands and some particles of the bed along with the unburned fuel particles are carried away from the bed along with the departing gas. The largest of the carried away particles are separated by a cyclone and return to the fluidized bed resulting in the most complete fuel consumption. The velocity of the air is approximately 5 m/s. Usually combustion takes place at a temperature of 850 – 900.

Specific equivalent fuel consumption of the power unit will be 329.11 g/kWh and the

 

Fig.4


Fig.4



Fig. 5


Fig. 5
83
84

performance factor (PF) will be 39.9%. In 2009 specific equivalent fuel consumption of Novocherkasskaya GRES was 372 g/kWh and PF was 33.1%.

The primary and auxiliary equipment of the new unit and the electric device unit are housed in a separate building adjoining the main building.

Part of the existing plant infrastructure will be used in implementing the investment project, i.e. the existing coal storehouse will be enlarged by 400,000 tons and it will be used both for the existing equipment and for the new equipment.

Moreover, a new fuel feed tunnel is planned for the new unit and an additional car dumper will be installed. Power output of the new unit will take place via the existing 330kV

voltage lines and a new outdoor switchgear box (OSG – 330kV) will be installed. The project provides for using the existing water supply system with installation of two threesectional water cooling towers. Other common equipment will be used as well.

Figure 6 shows the newly erected section of the main building and water towers as well as construction of the fuel feed tunnel.

In September 2007, the Company entered into an agreement with PJSC "EMAlliance" on delivering a CFB boiler (produced together with Foster Wheeler Energia, Finland).

In March 2008, the Company entered into an agreement with JSC South Energy Engineering Center, namely its branch Rostovteploelektroproect, on developing design estimates.

 


Fig. 6


Fig. 6

Key technical and economic performance indicators of the project

Aspect Project indicators per year
Number of hours of the installed capacity use (h) 6,500
Installed electric capacity (MW) 330
Production of electricity (million kWh) 2,145
Consumption for own needs (%) 7.6
Productive electricity supply (million kWh) 1,981.3
Specific consumption of the equivalent fuel for generated electricity (g/kWh) 329.1

In April 2008, the Company entered into an agreement on the delivery of a steam turbine (produced by JSC Turboatom, Kharkov) and a generator (produced by JSC Electrotyazhmash, Kharkov)

A feasibility report has been drawn up, a positive expert opinion has been obtained from Glavgosexpertiza. A construction permit has been granted, and design estimates are being developed. The Company has concluded agreements and primary equipment is being supplied. Preparatory work on removing facilities and buildings from the construction site has been completed.

Construction of phase 2 of Cherepovetskaya GRES with separation of the First Start-up Facility – Unit No.4 (330MW))

The investment project includes construction of the fourth power unit of Cherepovetskaya GRES and creating a new infrastructure for the plant which will make further enlargement of the generating facilities possible in the future.

Cherepovetskaya GRES is planned to be enlarged by construction of a 330MW power unit which will use coal as fuel.

It is planned that Cherepovetskaya GRES will be enlarged by constructing on a site which is free from any capital development and belongs to a power plant in the settlement of Kadui in the Vologda Region which is 40 kilometers away from the city of Cherepovets. This city is a large industrial center and the main consumer of electricity generated by the GRES

Figure 7 shows a schematic diagram of the power unit.

Specific equivalent fuel consumed by the power unit will amount to 332.4 g/kWh and the performance factor (PF) will be 37.0%. In 2009 specific equivalent fuel consumption of Cherepovetskaya GRES was 381 g/kWh and PF was 32.3%.

The primary and auxiliary equipment of power unit No. 4 will be placed in the main building which is currently under construction.

It is planned that a new fuel feed tunnel will be built, a water treatment system made on the basis of membrane technologies will include an in-plant recirculation system and water towers

In the part of the GRES which will be enlarged it is planned to install a dry ash removal system

 


Fig. 7


Fig. 7

85
86

to capture fly and bottom ash formed in the course of coal combustion in the boilers.

In July 2008, the Company entered into an agreement with LLC Production Company "VIS" on the construction of power unit No. 4 with a capacity of 330MW turnkey (EPC-contract)

In September 2008, the Company entered into an agreement with JSC "Power Machines" on the delivery of a steam turbine (produced by JSC "Power Machines" branch Leningrad Metal Works (LMZ) and a turbogenerator (produced by JSC "Power Machines" branch Electrosila Plant).

Under the EPC-contract the Company entered into an agreement with PJSC "EMAlliance" on the delivery of a boiler and with the general designer JSC SevZap NTC on developing design estimates.

The Company entered into an EPC-contract and contract for supply of a steam turbine with a generator. The approved part of the project documentation (feasibility report) has been prepared and materials have been sent to Glavgosexpertiza.


5.2. Technical Reequipping and Modernization of the Existing Industrial facilities

According to the JSC GK-6" investment program plan for 2009 the Company was expected to use capital investments for medium- and small-scale projects in the amount of 1,839,207.1 thousand rubles (excluding VAT). In 2009, acceptance reports were signed for 1,986,205.4 thousand rubles or 108%.

All the main works planned for 2009 on technical reequipment and main equipment










According to the JSC "OGK-6" investment program plan for 2009 the Company was expected to use capital investments for medium- and small-scale projects in the amount of 1,839,207.1 thousand rubles (excluding VAT).



Key teChnICal and eConomIC performanCe IndICators of the proJeCt

Aspect Project indicators per year
Number of hours of the installed capacity use (h) 6,500
Installed electric capacity (MW) 330
Production of electricity by (mln. kWh) 2,145
Consumption for own needs (%) 7.1
Productive electricity supply (mln. kWh) 1992.7
Specific consumption of equivalent fuel for supplied electricity generation (g/kWh) 332.4


FulfIllInG the proGram for teChnICal reequIppInG and modernIzatIon of the exIstInG IndustrIal faCIlItIes of JSC “OGK-6” In 2008—2009, thousand rubles

Name of JSC “OGK-6” branch 2008 2009
implemented, excluding VAT implemented, excluding VAT financed, including VAT
JSC "OGK-6" total including: 2,892,381.2 1,986,205.4 1,950,313.2
Ryazanskaya GRES (without unit No. 7) 661,765.4 235,894.2 282,995.1
GRES-24 (Ryazanskaya GRES unit No. 7) 32,300.9 404,653.8 161,625.4
Krasnoyarskaya GRES-2 215,195.6 169,822.1 177,099.9
Kirishskaya GRES 911,739.4 663,351.2 665,560.8
Novocherkasskaya GRES 862,207.0 364,286.0 485,259.1
Cherepovetskaya GRES 153,170.1 78,609.0 95,058.9
Branch in Moscow 56,002.7 69,589.1 82,714.0

reconstruction have been completed. The overall implementation level at JSC "OGK-6" was 108%. Activities held enabled the generating equipment to be replaced by more modern and cost-efficient equipment, increased the performance reliability and

quality of electricity supplied as well as provided for competitiveness of the Company on a liberalized electricity market


5.3. The Results of Investment Activity in 2009

 


Volumes of Investments and new fIxed assets By “OGK-6” BranCh In 2009, thousand rubles

Name of the branch Volume of investments1 (excluding VAT) New fixed assets2 (excluding VAT) financed (including VAT)
Total: 13,168,881.0 2,861,780.7 11,325,943.1
Ryazanskaya GRES (without unit No. 7) 235,894.2 281,887.0 282,995.1
GRES-24 (unit No. 7 of Ryazanskaya GRES) 2,796,612.1 68,990.7 1,836,604.6
Novocherkasskaya GRES 2,211,372.8 1,140,538.0 1,977,701.4
Kirishskaya GRES 7,589,221.8 995,877.3 6,364,224.4
Krasnoyarskaya GRES-2 169,822.1 200,481.3 177,099.9
Cherepovetskaya GRES 96,368.9 92,297.3 604,603.7
Branch in Moscow 69,589.1 81,709.1 82,714.0
including large-scale projects: 11,182,675.6 19,641.2 9,375,629.9
"Addition of a 310 MW Gas Turbine to Steam Turbine Plant, GRES-24, Unit No. 1" (CCGT Unit-420)" 2,391,958.3 0 1,674,979.2
«Modernization of the Condensing Section of Kirishskaya GRES on the Basis of Combined Cycle Technology" unit No. 6 (CCGT Unit-800) 6,925,870.6 18,672.2 5,698,663.5
«Construction of Novocherkasskaya GRES Power Unit No. 9 using Circulating Fluidized Bed Technology" Unit No. 9 (330 MW) 1,847,086.8 969.0 1,492,442.4
"Construction of the phase 2 of Cherepovetskaya GRES with Separation of the first Start-up Facility – Unit No. 4" (330 MW) 17,759.9 0 509,544.8



1 Data on the amount of work accepted in 2009.
2 Data on new fixed assets for 2009 with consideration of properties for which construction began in earlier periods.
87
90
6

Securities and Charter Capital



6.1. Structure of the Company's Charter Capital

As of December 31, 2009 JSC "OGK-6's" register included 304,603 persons out of which 303,434 are individuals, 631 are legal entities, 34 are nominees, 3 are trustees and 501 are shares in joint ownership.

The Company's largest shareholders are: Joint Stock Company "Centerenergyholding" which owns 50.29% of the charter capital,

Limited Liability Company "Invest-Generatsiya" which owns 10.26 % of the charter capital, and Joint Stock Company "Federal Grid Company of the Unified Energy System" which owns 9.595% of the charter capital.

0.3179% of JSC "OGK-6's" shares are owned by the Russian Federation represented by the Federal Agency for Federal Property Management.

 


NumBer of “OGK-6” shareholders as of deCemBer 31, 2009

Shareholder type Number of shareholders Number of shares % to the total number of shares
Owners legal entities 631 121,830,006 0.377
Owners individuals 303,434 666,631,146 2.065
Nominees 34 31,495,375,808 97.548
Trustees 3 1,810 0.001
Shares in joint ownership 501 3162461 0.0098
Issuer's business account
Issuer account
Total 304,603 32,287,001,231 100



lIst of persons who have more than 5% of shares on theIr business accounts as of december 31, 2009

Registered entity type Name Number of shares Share in charter capital, %
1 Nominee Limited Liability Company Depository and Corporate Technologies 20,242,126,314 62.69
2 Nominee Closed Joint Stock Company Gazenergoprombank 3,313,117,189 10.26
3 Nominee "The National Depository Center" (Closed Joint Stock Company) 4,487,669,371 13.9
4 Nominee Closed Joint Stock Company "Depository Clearing Company" 2,839,665,987 8.8

0.0067% of JSC "OGK-6's"shares are owned by constituent entities of the Russian Federation, among which:

  • 0.006681% of shares belong to Chukotka Autonomous district;
  • 0.0000014% —to the Moscow Region
  • 0.00000068% — to the Vologda Region

0.0066076% of JSC "OGK-6's" shares are publicly owned by the administration of the city of Surgut represented by the Department for Property and Land Relations.

The number of shares owned by non-residents directly included on the register of shareholders amounts to 2,760,823 (0.0086% of the charter capital) as of December 31, 2009.

The Company is one of the leaders among the largest power generating companies of Russia by the amount of its publicly traded shares which exceeds 25%.


6.2. Changes in the Structure of the Company's Share Capital in 2009

At the end of 2009 the Company received information from its shareholders on the increase of JSC "Centerenergyholding's" share in the Company's charter capital from 49.74% to 50.29% as well as and the decrease of "Invest-Generatsiya's" share in the charter capital of the Company from 17.11% to 10.26%.


6.3. Information on Securities

Shares

The charter capital of the Company as of December 31, 2009 was 15,497,760,590.88 rubles and divided into 32,287,001,231

registered ordinary shares with a par value of 0.48 rubles (48 kopecks) each. The Company has not issued any preference shares.

The shares of JSC "OGK-6" have been traded on the CJSC MICEX and JSC RTS stock exchanges since August 2006. On July 18, 2007 the shares of JSC "OGK-6" were transferred to Quotation List I of JSC MICEX Stock Exchange. On February 8, 2008 JSC "OGK-6" principle issue shares were transferred from Quotation List I to Quotation List B of the MICEX Stock Exchange. On February 15, 2008, JSC "OGK-6" share trading in JSC RTS Quotation List B started


The shares of JSC "OGK-6" have been taken into account while calculating the industry share index of power companies MICEX Power (MICEX PWR) since October 27, 2008.

Global depository Receipts Program

On July 1, 2008 Deutsche Bank Trust Company Americas, within the framework of JSC RAO "UES of Russia" restructuring, launched a global depository receipts (GDR) program for JSC "OGK-6" shares. The program was opened in accordance with Regulation S and Rule 144A. The GDR program was established to observe the rights of holders of depository receipts for RAO "UES of Russia" shares. According to Regulation S, the GDR was assigned the ISIN international code – US 6708472013; according to rule 144 A – US 6708471023

As of December 31, 2009 the share of stock traded outside the Russian Federation in the form of GDR was equal to 0.44% of the charter capital

Breakdown of share capital as of december 31, 2009

Breakdown of share capital as of december 31, 2009


Shareholders owning no less than 5% of shares as of december 31, 2009

Shareholder name Number of shares Share in the charter capital, %
1 Joint Stock Company “Centerenergyholding” 16,236,782,5561 50.29
2 Limited Liability Company “Invest-Generatsiya” 3,312,952,0752 10.26
3 “Federal Grid Company of the Unified Energy System”, JOINT STOCK COMPANy 3,098,020,5323 9.595


1as of December 29, 2009.
2as of December 16, 2009.
3as of April 20, 2009 — the date the list of persons entitled to vote at the Annual General Meeting of Shareholders was drawn up.
91
92
Total number of registered issues of shares:

  Event Date of issue registration State registration number Number of ordinary Shares in the issue Par value, rubles
1 Primary issue 17.05.2005 1-01-65106-D 23,008,616,898 1.0
2 First additional issue 06.04.2006 1-01-65106-D-001D 2,776,435,233 1.0
3 Second additional issue 24.08.2006 1-01-65106-D-002D 585,044,307 1.0
4 Third additional issue 24.08.2006 1-01-65106-D-003D 25 1.0
5 Fourth additional issue 24.08.2006 1-01-65106-D-004D 29 1.0
6 Fifth additional issue 24.08.2006 1-01-65106-D-005D 23 1.0
7 Sixth additional issue 24.08.2006 1-01-65106-D-006D 25 1.0
8 Seventh additional issue 24.08.2006 1-01-65106-D-007D 360,964,952 1.0
9 Joining of issues 31.10.2006 1-01-65106-D 25,785,052,131 1.0
10 Joining of issues 08.02.2007 1-01-65106-D 26,731,061,492 1.0
11 Secondary issue 15.05.2007 1-02-65106-D 26,731,061,492 0.48
12 Issue cancellation 22.05.2007 1-01-65106-D 26,731,061,492 1.0
13 Additional issue 18.09.2007 1-02-65106-D-001D 5,531,497,444 0.48
14 Additional issue 03.04.2008 1-02-65106-D-002D 22,095,831 0.48
15 Additional issue 03.04.2008 1-02-65106-D-003D 2,346,464 0.48
16 Cancellation of codes 29.04.2008 1-02-65106-D-001D 5,531,497,444 0.48
17 Joining of issue 1-02-65106-D and 1-02-65106-D-001D 29.04.2008 1-02-65106-D 32,262,558,936 0.48
18 Cancellation of codes 22.12.2008 1-02-65106-D-002D 22,095,831 0.48
19 Cancellation of codes 22.12.2008 1-02-65106-D-003D 2,346,464 0.48
20 Joining of issue 1-02-65106-D-002D, 1-02-65106-D-003D and 1-02-65106-D 22.12.2008 1-02-65106-D 32,287,001,231 0.48
Total number of shares in circulation 32,287,001,231 0.48



Jsc micex stock exchange

State registration number of issue Quotation List Shares code in trading system Date of commencement of trading End date of trading
1-01-65106-D-001D Non-listed stock OGKF-001D 02.08.06 31.10.06
1-01-65106-D Non-listed stock OGKF 31.10.06 25.05.07
1-02-65106-D «I» OGK6 18.07.07 07.02.08
1-02-65106-D-001D «I» OGK6-001D 17.01.08 16.05.08
1-02-65106-D «B» OGK6 08.02.08 Now
JSC RTS

Issue state registration number Quotation List Classica market Stock market
Shares code Date of commencement of trading End date of trading Shares code date of commencement of trading End date of trading
1-01-65106-D-001D Non-listed stock OGKF 15.08.06 31.10.06 OGKFG 15.08.06 31.10.06
1-01-65106-D-002D;
1-01-65106-D-003D;
1-01-65106-D-004D;
1-01-65106-D-005D;
1-01-65106-D-006D;
1-01-65106-D-007D.
Non-listed stock OGKF 08.11.06 08.02.07 OGKFG 08.11.06 08.02.07
1-01-65106-D Non-listed stock OGKF 15.08.06 17.05.07 OGKFG 15.08.06 22.05.07
1-02-65106-D Non-listed stock OGKF 18.07.07 19.02.2008 OGKFG 18.07.07 19.02.2008
1-02-65106-D «B» OGKF 20.02.2008 Now OGKFG 20.02.2008 Now


Bonds

01 series bonds (State Registration Number 4-01-65106-D) were placed on the MICEX Stock Exchange on April 26, 2007. The bonds code in the MICEX Stock Exchange trade


system is RU000A0JP6X0. Coupon rate for 01 series bonds of JSC “OGK-6” was defined at the bid in the course of placement and amounted to 7.55% per annum.

 


JSC “OGK-6” 012 SERIES BOND ISSUE PARAMETERS ACCORDING TO THE RESOLUTION ON ISSUE

Registration date Volume of issue, million rubles. Maturity of bonds, years Coupon payment frequency Redemption Prior redemption
Redemption date Redemption price, % of par value Redemption date Redemption price, % of par value
22.03.2007 5,000 5 Twice a year 19.04.2012 100 29.04.2010 100


YIELD PAYMENT SCHEDULE FOR 01 SERIES BONDS

Coupon No. Payment date Coupon rate, % per annum Coupon amount, rubles Par value redemption, rubles
1 25.10.2007 7.55 37.65
2 24.04.2008 7.55 37.65
3 23.10.2008 7.55 37.65
4 23.04.2009 7.55 37.65
5 22.10.2009 7.55 37.65
6 22.04.2010 7.55 37.65
7 21.10.2010 Defined by issuer
8 21.04.2011
9 20.10.2011
10 19.04.2012 1000
93
94

The Company’s obligations related to 01 series bonds are secured by LLC OGK Finance’s guarantee.

The Company’s obligations for payment of the first, second and third 01 series bond coupon yields were fulfilled in a timely fashion and in full.

On April 9, 2008 the Company finished redemption of 2,125,864 bonds with a par value of 1,000 rubles. This redemption was carried out due to the resolution passed on November 9, 2007 regarding the Company restructuring due to which bond holders received the right to claim their prior redemption. With regard to the sum of accumulated coupon yield equal to 73.4 million rubles, 2.2 billion rubles was used for redemption. 2,874,136 bonds continued to be in circulation.

In accordance with the resolution to issue 01 series bonds on completion of the sixth coupon period, an offer on redemption of bonds by an issuer is provided which can be used by holders of 01 series bonds of JSC “OGK-6”. According to the bonds issue terms, JSC “OGK-6” is entitled to establish a new coupon rate on completion of the sixth coupon period

6.4. JSC “OGK-6” Security Trading Results in 2009

In 2009, the market price for one JSC “OGK-6” share grew by 179% from 0.268 rubles on December 31, 2008 to 0.745 rubles on December 31, 2009, and on RTS it grew by 122% from 0.0342 rubles on April 8, 2009 to 0.75916 rubles on December 31, 2009.

During the year the MICEX Index grew by 121% from 620 points on December 31, 2008 to 1,370 points on December 31, 2009, and the RTS Index grew by 129% from 631.89 points on December 31, 2008 to 1,444.61 points on December 31, 2009. In 2009 the MICEX Power Index grew by 167% from 892 points on December 31, 2008 to 2,384 points on December 31, 2009.

The main reason for the surge in JSC “OGK-6’s” share price was the recovery of the stock market after the global financial recession.

In the same period, the Company capitalization calculated as a product of the total number of all issued shares by their market value (calculated in accordance with Federal Commission for the Securities Market of the Russian Federation Decree No. 03-52/пс dd. December 24, 2003) grew by

the Company capitalization calculated as a product of the total number of all issued shares by their market value grew by 179% from8.6 billion rubles ($31 per kW of installed capacity) to 24.2 billion rubles ($88 per kW of installed capacity).




DYNAMICS OF JSC “OGK-6” SHARE PRICE AND THE MICEX STOCK EXCHANGE STOCK INDICES IN 2009

DYNAMICS OF JSC “OGK-6” SHARE PRICE AND THE MICEX STOCK EXCHANGE STOCK INDICES IN 2009
OGK-6 CapItalIzatIon In 2008—2009

Date Number of issued shares MICEX market price, rubles1 Capitalization, rubles Capitalization/installed capacity Net debt, thousand rubles2 EV3, $/kW
rubles/kW $/kW
31.12.2008 32,287,001,231 0.268 8,652,916,330 810 33 - 1,318,944 27
31.12.2009 32,287,001,231 0.748 24,150,676,921 2,668 88 3,376,170 101


179% from 8.6 billion rubles ($31 per kW of installed capacity) to 24.2 billion rubles ($88 per kW of installed capacity)..


JSC MICEX Stock Exchange

In the period from January 11, 2009 to December 31, 2009 235,613 market trades were executed on JSC MICEX with JSC “OGK-6” shares, the trade volume constituted around 17,907 million shares or 10,698 million rubles

JSC RTS

In the period from January 11, 2009 to December 31, 2009 446 market trades were executed on JSC RTS, the trade volume constituted 266,538 million shares or 167,997 million rubles.


Bonds

JSC “OGK-6” 01 series bonds have been traded on Quotation List B of JSC MICEX Stock Exchange since November 15, 2007.

 


RESULTS OF TRADING JSC “OGK-6 SHARES” ON MICEX STOCK EXCHANGE IN 2009, MAIN TRADING MODE

  January, 2009 February, 2009 March, 2009 April , 2009 May, 2009 June, 2009 July, 2009 August , 2009 September, 2009 October, 2009 November , 2009 December, 2009
Number of market trades 6,688 6,971 4,312 29,152 31,148 43,775 19,982 16,922 18,388 29,194 16,017 14,934
Trade volume, million shares 334.18 513.41 285.16 2,292.17 2,616.39 3,457.94 1,260.9 879.1 1,417 2,291 1,205 1,186
Trade volume, million rubles 85.88 141.69 81.29 929.49 1,275.2 2,279.1 679.6 1,156 967 1,805 918 882


RESULTS OF TRADING JSC “OGK-6” SHARES ON JSC RTS (CLASSICA MARKET) IN 2009.

  January, 2009 February, 2009 March, 2009 April , 2009 May, 2009 June, 2009 July, 2009 August , 2009 September, 2009 October, 2009 November , 2009 December, 2009
Number of market trades and trades based on direct quotes, pcs. 4 2 7 25 27 53 55 12 71 84 5 130
Trade volume, million shares 1.192 0.272 43.844 8.082 15.987 8.372 7.465 5.926 12.528 15.68 2.028 145.162
Trade volume, million rubles 0.292 0.068 12.498 2.925 7.642 5.303 3.923 3.653 8.89 12.746 1.546 108.51


1 Market price calculated in accordance with the Procedure for calculation of market price of equity securities and nvestment units of unit investment funds accepted for circulation via organizers of trading (approved by Federal Commission for Securities Market of the Russian Federation Decree No. 03-52/пс dd. December 24, 2003).
2 Net debt = Long-term loans and credits + Short-term loans and credits — Cash assets — Short-term financial investments — Long-term deposits accounted in Long-term financial investments.
3EV (Enterprise Value) = Capitalization + Net debt
95
96

In 2009 543 trades were executed with JSC “OGK-6” 01 series bonds on JSC MICEX Stock Exchange in the main trading mode, the volume of bond trades constituted 4,077 million rubles.

The yield decrease during 2009 was primarily caused by an increase in liquidity due to recovering from the global financial recession.


6.5. Dividends

In 2009 the annual General Meeting of Shareholders of JSC “OGK-6” passed a resolution to not pay dividends for 2008 due to the payment of interim dividends based on the results of the first quarter of

2008 amounting to 325 million rubles or 0.01007367 for one ordinary share.

As of December 31, 2009 dividends payable to minority shareholders amounted to 7.1 million rubles including 1.9 million rubles of dividends payable to shareholders of JSC Cherepovetskaya GRES which was taken over during restructuring. The debt to JSC “GRES-24” shareholders amounting to 6.2 rubles million was written off due to expiry of a limitation period. The debt was primarily caused by shareholders’ failure to submit true and complete data required for payment of dividends.

Since 2007, JSC CMD, the Company’s registrar has been the dividend paying agent.

 


JSC “OGK-6” EFFECTIVE BOND YIELD DYNAMICS FOR JSC “OGK-6” 01 SERIES BONDS, 2009

JSC “OGK-6” EFFECTIVE BOND YIELD DYNAMICS FOR JSC “OGK-6” 01 SERIES BONDS, 2009
PAYMENT OF JSC “OGK-6” SHARE DIVIDENDS

Period for which the dividends are paid Date of the resolution by the General Meeting of Shareholders regarding payment of dividends To be paid by Dividend per share, rubles Dividends accrued,million rubles Amount paid,million rubles Debt,million rubles.
9 months of 2005 23.12.2005 21.02.2006 0.01398098 321.7 321.7 0
Q1 2006 11.05.2006 10.07.2006 0.01765935 406.3 406.3 0
6 months of 2006 27.09.2006 27.11.2006 0.00886215 228.5 228.5 0
2006 29.06.2007 28.08.2007 0.00845417 226 224.6 1.2
Q1 2007 29.06.2007 28.08.2007 0.00860422 230 228.7 1.3
6 months of 2007 01.10.2007 26.11.2007 0.00978311 261.5 260.1 1.4
Q1 2008 11.06.2008 11.08.2008 0.01007367 325 323.7 1.3
TOTAL 1,999 1,993.8 5.21





1Excluding dividends payable to JSC “Cherepovetskaya GRES” shareholders
97
100
7

Structure and Principles of Corporate Governance



7.1. Principles and Documents

The Company’s corporate governance means the aggregate of processes enabling management and control over its activities including relations between shareholders, the Board of Directors and executive bodies of the Company on behalf of shareholders. The Company considers corporate governance as a means to improve the Company’s performance, raise its reputation and increase capitalization.

The Company’s corporate governance is carried out in accordance with the Corporate Governance Code adopted by the Company and based on the following principles:

Accountability. The Code provides for accountability of the Company’s Board of Directors to all shareholders in accordance with applicable law and serves as guidance for the Board of Directors in drawing up Resolutions and effecting control over activities of the Company’s executive bodies.

Fairness. The Company commits itself to defending the shareholders’ rights and ensuring fair treatment of all shareholders. The Board of Directors shall give all shareholders the opportunity to receive efficient protection in case of their rights being violated.

Transparency. The Company shall provide for timely disclosure of reliable information regarding all significant facts related to its activities, including its financial status, social and environmental data, performance, ownership and management structure as well as grant free access to such information to interested parties.

Responsibility. The Company shall acknowledge all the interested parties’ rights stipulated by applicable law and strive towards cooperation with such persons for the

purposes of its development and assurance of financial sustainability.

In its corporate governance practices, JSC “OGK-6” strives to adhere to the primary principles formulated in the Code of Corporate Conduct recommended for application by the Federal Financial Markets Service. The information regarding meeting the primary requirements of the Code of Corporate Conduct is given in the appendix hereto.

The Company has adopted the following documents regulating interaction in the sphere of corporate governance:


the Company’s Charter

The Charter is the constituent document of the Company. The Charter includes the information regarding the Company’s legal status, objectives and types of activities of the Company, charter capital and shareholders’ rights. The document also describes the Company’s bodies, their competence and operating procedures.

On July 1, 2009 a new version of the Charter of JSC “OGK-6” came into force which was approved on June 8, 2009 by the General Meeting of Shareholders of JSC “OGK-6” and registered by Inspectorate of Federal Tax Service of Russia No. 29 for Moscow on July 1, 2009.

Amendments to this version of the Charter:

Appendix No. 1 to the Charter, registered on January 14, 2010 (amendments to the list of Company branches).


Corporate Governance Code of JSC “OGK-6”

The Corporate Governance Code was approved by the Board of Directors on December 21, 2006 (Minutes No. 29 dd. December 25, 2006). The purposes of the Corporate Governance Code are improving and systematizing

 

JSC “OGK-6’s” corporate governance, making it more transparent and confirming the Company’s commitment to follow corporate governance good practice.


Regulations on Information Policy

The Regulations on Information Policy as amended were approved by resolution of the Board of Directors on December 21, 2006 (Minutes No. 29 dd. December 25, 2006). The Regulations establish the content of the information disclosed by the Company, frequency, terms and procedure for disclosure.


Regulations on Insider Information

The Regulations on Insider Information as amended were approved by resolution of the Board of Directors on May 25, 2007 (Minutes No. 40 dd. May 25, 2007). The Regulations are aimed at preventing use of non-public information for the benefit of certain individuals. Control over the use of insider information is carried out by a separate structural unit of the Company.


Regulations on the General Meeting of Shareholders

The Regulations on the General Meeting of Shareholders were approved by the Annual General Meeting of Shareholders of JSC “OGK-6” on June 8, 2009 (Minutes No. 10). The Regulations establish the types, formats, periods and procedures for holding a General Meeting of Shareholders, procedure for introducing issues to the agenda of the Annual General Meeting of Shareholders and on nominating candidates for Company bodies. The procedure for holding a General Meeting of Shareholders specifies functions of the General Meeting operating bodies and others.


Regulations on the Board of Directors

The Regulations on the Board of Directors were approved by the Annual General Meeting of Shareholders of JSC “OGK-6” on June 8, 2009 (Minutes No. 10). The Regulations establish the membership, and period of authority of the Board of Directors, as well as work plans and the procedure for holding meetings of the Board of Directors and passing resolutions. The Regulations establish the rights, obligations and responsibilities of the members of the

Board of Directors, specify the functions of the Chair, Deputy Chair and Secretary of the Board of Directors and also the committees and commissions of the Board of Directors.


Regulations on the General Director

The Regulations on the General Director were approved by the Annual General Meeting of Shareholders of JSC “OGK-6” on June 8, 2009 (Minutes No. 10). The Regulations establish the period of authority of the General Director, his/her rights, obligations and responsibilities and also the procedure for monitoring the activity of the General Director.


Regulations on the Management Board

The Regulations on the Management Board were approved by the Annual General Meeting of Shareholders of JSC “OGK-6” on June 8, 2009 (Minutes No. 10). The Regulations establish the membership, period of authority as well as the work plans, procedure for convening and holding meetings of the Management Board and passing resolutions. The Regulations establish the rights and obligations of members of the Management Board and specify the functions of the Chair and the Secretary of the Management Board, and also the procedure for drawing up Management Board resolutions and monitoring their fulfillment.


Regulations on the Procedure for Payment of Bonuses and remuneration to members of JSC “OGK-6’s” Board of Directors

The Regulations on the Procedure for Payment of Bonuses and Remuneration to Members of JSC “OGK-6’s” Board of Directors as amended were approved by resolution of the Annual General Meeting of Shareholders of JSC “OGK-6” dd. June 8, 2009 (Minutes No. 10). The Regulations establish the procedure for payment and amount of bonuses and remuneration paid to the members of the Board of Directors.


Regulations on the Audit Commission

The Regulations on the Audit Commission were approved by resolution of the Board of Directors of JSC RAO “UES of Russia” executing functions of an Extraordinary General Meeting of Shareholders of JSC “OGK-6” on July 29, 2005 (Minutes No. 200). The Regulations establish the tasks to be performed by the Audit Commission

 
101
102

as well as its rights and obligations and establish the procedure for carrying out audits.


Regulations on Payment of Bonuses and Remuneration to Members of the Audit Commission

The Regulations on Payment of Bonuses and Remuneration to Members of the Audit Commission were approved by resolution of the Board of Directors of JSC RAO “UES of Russia” executing functions of an Extraordinary General Meeting of Shareholders of JSC “OGK-6” on July 29, 2005 (Minutes No. 200). The Regulations establish the amount, form and terms of payment of bonuses and remuneration to the members of the Audit Commission and professionals (experts) engaged by the Audit Commission. By resolution of the Annual General Meeting of JSC “OGK-6” on June 11, 2008 (Minutes No. 9) certain amendments were introduced to the Regulations.


Regulations on the Board of Directors’ Committee for Strategy and Business Planning

The Regulations on the Board of Directors’ Committee for Strategy and Business Planning were approved by resolution of the Board of Directors dd. February 14, 2007 (Minutes No. 31). The Regulations establish the purposes, objectives and competence of the Board of Directors’ Committee for Strategy and Business Planning as well as the procedure for formation, rights and obligations of the Chair and members of the Committee and procedure for holding meetings.


Regulations on the Board of Directors’ Audit Committee

The Regulations on the Board of Directors’ Audit Committee were approved by resolution of the Board of Directors dd. February 14, 2007 (Minutes No. 31). The Regulations establish the purposes and objectives of the Board of Directors’ Audit Committee as well as the procedure for formation, rights and obligations of the Chair and members of the Committee and procedure for holding meetings.


Regulations on the Board of Directors’ Committee for Reliability

The Regulations on the Board of Directors Committee for Reliability were approved by resolution of the Board of Directors dd.

December 21, 2005 (Minutes No. 12). The Regulations establish the purposes and objectives of the Board of Directors’ Reliability Committee as well as the procedure for formation, rights and obligations of the Chair and members of the Committee and procedure for holding meetings.


Regulations on the internal Control System

The Regulations on the Internal Control System were approved by the Company’s Board of Directors on October 8, 2009 (Minutes No. 28 dd. October 12, 2009). The Regulations establish the purposes and objectives, principles of functioning and procedures of the Company’s internal control system.

Texts of the documents are published on the Company’s website: www.ogk6.ru


7.2. Information on Administrative and Control Bodies

General Meeting of Shareholders

The Company’s General Meeting of Shareholders is the superior management body. The General Meeting of Shareholders entitles shareholders to participate in management of the Company by making resolutions on the most important issues related to the Company’s business within the competence of the General Meeting of Shareholders. The Board of Directors, executive bodies, and the Audit Commission are accountable to the General Meeting of Shareholders. The competence of the General Meeting of Shareholders and the timelines and procedure for preparation and holding and forms of holding thereof are established in the Federal Act On Joint-Stock Companies, in the Charter, and in the Regulations on the Procedure for Preparation and Holding of the General Meeting of Shareholders.


Board of Directors. Changes to the Membership of the Board of Directors. Share Fraction owned by the Members of the Board of Directors.

General management of the Company is exercised by the Board of Directors, which passes resolutions on significant issues of the Company’s activities within the competence established in the Charter. The procedure for the activities of the Company’s Board of Directors is regulated

 
JSC “OGK-6” Corporate Governance Structure

JSC “OGK-6” Corporate Governance Structure


by the Charter and the Regulations on the Board of Directors of JSC “OGK-6”. The Board of Directors is a collective body made up of 11 persons. Members of the Board of Directors are elected by the General Meeting of Shareholders for a period lasting till the next Annual General Meeting of Shareholders. By resolution of the General Meeting of Shareholders, the authority of all members of the Board of Directors may be terminated early. Persons elected to the Board of Directors may be re-elected an unlimited number of times. Candidates for election to the Board of Directors may be nominated by shareholders owning no less than 2% of the Company’s voting shares and also by the Board of Directors in the event that the number of candidates put forward by shareholders is insufficient to form a Board of Directors.

In 2009, changes were made to the structure of the Board of Directors.


Membership of the Board of Directors for the Period from June 11, 2008 to June 7, 2009:

On June 11, 2008 the Annual General Meeting of Shareholders of JSC “OGK-6”

(Minutes No. 9 dd. June 11, 2008) elected the Company’s Board of Directors as follows:

  • Denis Vladimirovich Fedorov — Chair of the Board of Directors;
  • Irina Nikolayevna Aristarkhova;
  • Anatoly Anatolyevich Gavrilenko;
  • Maria Konstantinovna Zavrieva;
  • Alexander Vladimirovich Ilyenko
  • Igor Iosifovich Lipsky
  • Alexey Alexandrovich Mityushov
  • Seppo yukha Remes
  • Mikhail Vladimirovich Sorokin
  • Mikhail Leonidovich Khodursky
  • Pavel Olegovich Shatsky

According to the FFMS of Russia Code of Corporate Conduct recommended for joint-stock companies by Order No. 421/р, the following persons were acknowledged to be the Company’s independent directors:

  • Irina Nikolayevna Aristarkhova;
  • Anatoly Anatolyevich Gavrilenko;
  • Maria Konstantinovna Zavrieva;
  • Alexander Vladimirovich Ilyenko;
  • Igor Iosifovich Lipsky;
  • Seppo yukha Remes;
 
103
104
  • Mikhail Vladimirovich Sorokin;
  • Denis Vladimirovich Fedorov;
  • Mikhail Leonidovich Khodursky;
  • Pavel Olegovich Shatsky.

On June 8, 2009 the Annual General Meeting of Shareholders of JSC “OGK-6” (Minutes No. 10 dd. June 8, 2009) elected the Company’s Board of Directors as follows:

  • Boris Felixovich Weinsicher;
  • Anatoly Anatolyevich Gavrilenko;
  • Alexander Vladimirovich Ilyenko;
  • Alexey Alexandrovich Mityushov;
  • Maria Gennadyevna Tikhonova;
  • Denis Vladimirovich Fedorov;
  • Evgeniya Viloryevna Fisher;
  • Mikhail Leonidovich Khodursky;
  • Damir Akhatovich Shavaleyev;
  • Pavel Olegovich Shatsky;
  • Sergey Viktorovich yatsenko.

According to the FFMS of Russia Code of Corporate Conduct recommended for joint-stock companies by Order No. 421/р, the following persons are acknowledged to be the Company’s independent directors:

  • Anatoly Anatolyevich Gavrilenko;
  • Alexander Vladimirovich Ilyenko;
  • Evgeniya Viloryevna Fisher;
  • Mikhail Leonidovich Khodursky;
  • Pavel Olegovich Shatsky;
  • Damir Akhatovich Shavaleyev;
  • Sergey Viktorovich yatsenko;

In 2009, the Board of Directors held 19 meetings, 3 of them were in praesentia. 140 issues were considered.

The amount and procedure for payment of bonuses and remuneration to the members of the Board of Directors was established in accordance with the “Procedure for Payment of Bonuses and Remuneration to Members of JSC “OGK-6’s” Board of Directors” on June 8, 2009 by the Annual General Meeting of Shareholders (Minutes No. 10). Until June 8, 2009 the Regulations approved by the Annual General Meeting of Shareholders of the Company (Minutes No. 9 dd. June 11, 2008) were effective. According to the new version of the Resolutions:

Basic remuneration is the remuneration paid to the Members of the Board of Directors of the Company for participating in the meetings of the Board of Directors.

For participating in a Meeting of the Board of Directors, a member of the Board of Directors shall be paid remuneration in the amount equal to 4 (four) minimum monthly base rates of a first-category worker, established by the Industry Pay Rate Agreement in the Russian Electrical Power Sector (hereinafter referred to as the “Agreement”) as of the day of the Meeting of the Company’s Board of Directors with adjustment for inflation established by the Agreement, within one calendar month of the Meeting of the Company’s Board of Directors. The bonus paid to the Chair of the Board of Directors (Deputy Chair or other individual who chairs a meeting of the Board of Directors) for each meeting where he/she fulfilled functions of the Chair of the Board of Directors (hereinafter referred to as “fulfillment of the functions of the Chair”) is increased by 50%.

The minimum monthly base rate of a first-category worker established by the Industry Rate Agreement was equal to 3,554 rubles as of January 1, 2009, 3,746 rubles as of April 1, 2009, 3,817 rubles as of July 1, 2008, and 3,842 rubles as of October 1, 2009.

An additional part of remuneration is paid to the members of the Board of Directors of the Company at the end of the financial year in the event that the Company generates net profit.

A resolution to pay an additional part of remuneration to the members of the Board of Directors is passed by the Company’s General Meeting of Shareholders. A resolution of the Company’s General Meeting of Shareholders on paying an additional part of remuneration to the members of the Board of Directors establishes its total amount. The total amount of an additional part of remuneration based on the Company’s performance may not exceed 5 (Five) percent of the Company’s net profit generated during the financial year in which the current membership of the Board of Directors was elected. An additional part of remuneration is paid within a month after the Company’s General Meeting of Shareholders is held. An additional part of remuneration based on the Company’s performance is not paid to the members of the Board of Directors who participate in less than half of the meetings of the Board of Directors (from the point he/she is elected to the point when his/her powers are terminated). The

 

Company doesn’t calculate an additional part of remuneration for the members of the Board of Directors if net profit isn’t generated.

In the table below the total amount of remuneration paid to the members of the Board of Directors of JSC “OGK-6” in 2009 is given.


Committees of the Board of Directors

On February 14, 2007, JSC “OGK-6’s” Board of Directors resolved to establish the Board of directors’ Committee for Strategy and Business Planning (Minutes No. 31 February 15, 2007). The Committee is an advisory body which ensures efficient execution of functions related to the general management of the Company by the Board of Directors.

The Committee’s purpose is to develop and present recommendations (opinions) to the Board of Directors and executive bodies of the Company with regard to issues related to setting business priorities, strategic aims and main principles of the Company’s strategic development and business planning.

The number of members in the Committee is determined by a resolution of the Company’s Board of Directors. The members of the Committee are elected by the Company’s Board of Directors by a majority vote.

In the period from July 18, 2008 to June 7, 2009 the Board of Director’s Strategy and Business Planning Committee (Minutes of the Board of Directors No. 4 dd. July 18, 2008) included the following members:

  • Mikhail Leonidovich Khodursky — Chair of the Committee;
  • Ivan Evgenyevich dotsenko — Head of JSC “OGK-6’s” Finance Department;
  • Lev Alexandrovich Ketkin — Deputy Executive Director at JSC “SO UPS”;
  • Irina yuryevna Korobkina — Deputy Head of the Division of Electricity Sector Reform Support of the Office of Power Sector Development and Power Industry Marketing of JSC Gazprom’s Department of Marketing and Processing of Gas and Liquid Hydrocarbons;
  • Yury Alexandrovich Lukanin — Head of Department at LLC Gazpromenergo;
  • Dmitry Petrovich Matyushkin — Deputy Head of the Department of Investment Management and Capital Construction at JSC “OGK-6”;
  • Alexander vladimirovich Rogov — Chief Specialist of the Power Engineering Division of the Office of Power Sector Development and Power Industry Marketing of JSC “GAZPROM’s” Department of Marketing and Processing of Gas and Liquid Hydrocarbons;
  • Konstantin Konstantinovich Skorikov — Adviser to the Chair of the Board of JSC Gazenergoprombank;
  • Dmitry Alexeevich Syrovatkin — Chief Specialist of the Power Engineering Division of the Office of Power Sector Development and Power Industry Marketing of JSC “GAZPROM’s” Department of Marketing and Processing of Gas and Liquid Hydrocarbons;
  • Pavel Olegovich Shatsky — member of JSC “OGK-6’s” Board of Directors, First Deputy General Director of LLC Gas and Energy Company.

By resolution of the Board of Directors (Minutes No. 24 dd. July 23, 2009) the Board of Directors’ Strategy and Business Planning Committee was formed as follows:

  • Pavel Olegovich Shatsky — Chairman of the Committee, member of JSC “OGK-6’s” Board of Directors, First Deputy General Director of LLC Gazprom Energyholding.
  • Sergey Petrovich Anisimov — Head of the Economics and Tariff Formation Department at LLC Gazprom Energyholding.
  • Alexey Leonidovich Borov — Lead Expert of the Power Industry Investment Planning Department at JSC “SO UPS”.
 

Thousand Rubles

Types of remuneration 2009
For meetings 4,259
For net profit 1,473
Total 5,732
105
106
  • Yana Nikolaevna Ganzer — Head of the Department for Accounting and Monitoring Construction at LLC Gazprom Energyholding.
  • Alexander Gennadyevich Diykov — Chief Specialist of the Department of Power Sector Development of the Office of Power Sector Development and Power Industry Marketing of JSC “GAZPROM”.
  • Ivan Evgenyevich Dotsenko — Head of JSC “OGK-6’s” Finance Department;
  • Mikhail Igoryevich Kovalev – Head of the Department for Organizing Investment at JSC “OGK-6”;
  • Irina Yuryevna Korobkina — Deputy Head of the Division of Electricity Sector Reform Support of the Office of Power Sector Development and Power Industry Marketing of JSC “GAZPROM”;
  • Yury Alexandrovich Lukanin — Head of Department at LLC Gazpromenergo;
  • Alexander Vladimirovich Rogov — Deputy Head of the Division for Development of the Electricity Sector of the Office of Power Sector Development and Power Industry Marketing of JSC “GAZPROM”;
  • Maria Gennadyevna Tikhonova — member of JSC “OGK-6’s” Board of Directors, Deputy Director of the Department for Economic Regulation and Property Relations at the Fuel and Energy Sector of the Ministry of Energy of Russia.

On February 14, 2007 JSC “OGK-6’s” Board of Directors resolved to establish the Board of directors’ Audit Committee (Minutes No. 31 dd. February 15, 2007). The aims of the Committee are development and presentation of recommendations (opinions) to the Board of Directors with regard to audit and internal control. In accordance with the Regulations on the Board of Directors’ Audit Committee, the Committee’s competence includes evaluation of candidates for the Company’s auditors, review of the Company auditor’s opinion as well as evaluation of internal control procedures effectiveness and preparation of proposals for their improvement.

The Audit Committee shall give the Board of Directors economically efficient and legally relevant recommendations (opinions) with respect to the issues referred to the Committee’s competence and inform the Board of Directors on the Company’s risks in a timely fashion.

The number of members of the Committee is established by resolution of the Company’s Board of Directors and is no less than 3 (three) and no more than 5 (five) people. The members of the Committee are elected by the Company’s Board of Directors by the majority of votes of the members of the Board of Directors participating in the Meeting of the Board of Directors.

In the period from July 11, 2008 to June 7, 2009 the Audit Committee of the Board of Directors (Minutes No. 54) included the following members:

  • Seppo Yukha Remes — Chair of the Committee;
  • Anatoly Anatolyevich Gavrilenko;
  • Mikhail Leonidovich Khodursky.

By resolution of the Board of Directors dd. July 23, 2009 (Minutes No. 24 dd. July 23, 2009) the members of the Audit Committee of the Board of Directors are:

  • Mikhail Leonidovich Khodursky — Chair of the Committee;
  • Alexander vladimirovich Ilyenko;
  • Sergey viktorovich yatsenko.

For the purpose of effective functioning of the Board of Directors in the sphere of production activity analysis, assessment of the technical status, power facilities operation and maintenance level and evaluation of engineering teams performance, on December 12, 2005, the Board of Directors of JSC “OGK-6” resolved to establish the Board of directors’ Committee for Reliability (Minutes No. 12 dd. December 21, 2005). The number of members in the Committee is determined by a resolution of the Company’s Board of Directors. The members of the Committee are elected by the Company’s Board of Directors out of candidates nominated by the members of the Board of Directors.

In the period from August 11, 2008 to June 7, 2009 the Committee for Reliability of the Board of Directors (Minutes No. 4 dd. July 18, 2008) included the following members:

  • Viktor Vladimirovich Okhotin — Chair of the Committee, Head of the Technical Audit Department at JSC “SO UPS”;
  • Evgeny Alexandrovich Popov — Lead Specialist of the Power Engineering Division of the Office of Power Sector Development and Power Industry Marketing of JSC “GAZPROM’s” Department of Marketing and Processing of Gas and Liquid Hydrocarbons;
 
  • Andrey Yuryevich Putenikhin — Deputy Head of Department at LLC Gazpromenergo;
  • Alexander Sergeevich Solovyev — Chief Specialist of the Power Engineering Division of the Office of Power Sector Development and Power Industry Marketing of JSC “GAZPROM’s” Department of Marketing and Processing of Gas and Liquid Hydrocarbons;
  • Dmitry Alexeevich Syrovatkin — Chief Specialist of the Power Engineering Division of the Office of Power Sector Development and Power Industry Marketing of JSC “GAZPROM’s” Department of Marketing and Processing of Gas and Liquid Hydrocarbons;
  • Nikolay Alexandrovich Tatarinov — JSC “OGK-6” Deputy General Director for Production and Chief Engineer;
  • Artur Mikhailovich Trinoga — Head of the Power Engineering Division of the Office of Power Sector Development and Power Industry Marketing of JSC “GAZPROM’s” Department of Marketing and Processing of Gas and Liquid Hydrocarbons.

By resolution of the Board of Directors (Minutes No. 24 dd. July 23, 2009) the members of the Committee for Reliability of the Board of Directors are:

  • Denis Nikolaevich Bashuk — Chair of the Committee, Head of Production Management at LLC Gazprom Energyholding;
  • Dmitry Gennadyevich Gudkov — Deputy Director for Economics and Finance at JSC “OGK-6”;
  • Viktor Vladimirovich Okhotin — Deputy Director for Technical Control and Head of the Technical Audit Department at JSC “SO UPS”;
  • Evgeny Alexandrovich Popov — Chief Specialist of the Power Engineering Division of the Office of Power Sector Development and Power Industry Marketing of JSC “GAZPROM”;
  • Nikolay Dmitrievich Rogalev — Deputy General Director for Innovational Development at LLC Gazprom Energyholding;
  • Nikolay Alexandrovich Tatarinov — JSC “OGK-6” Deputy General Director for Production and Chief Engineer;
  • Artur Mikhailovich Trinoga — Head of the Power Engineering Division of the Office of Power Sector Development and Power Industry Marketing of JSC “GAZPROM”;
  • Valery Mukhamedovich Shogenov — Deputy Director of the Department for Economic Regulation and Property Relations at the Fuel and Energy Sector of the Ministry of Energy of Russia.
 
107
108

Information on Members of the Board of directors


Fedorov
Denis Vladimirovich


Fedorov Denis Vladimirovich

Year of birth: 1978

Education:

Bauman Moscow State Technical University, 2001.


Employment for the past 5 years:

  • march 2009 — present
    LLC Gazprom Energyholding, General Director
  • 2008 — present
    JSC “OGK-2”, JSC Tyumen Power Sales Company, Chair of the Board of Directors
  • 2008 — present
    JSC Mosenergo, JSC “TGK-1”, JSC Interregional Distribution Grid Company of Volga, JSC Tyumenenergo, JSC Mosteplosetenergoremont, CJSC Gazenergoprombank, JSC Hrazdan Energy Company, JSC Mezhregionstroy, JSC RAO Energy Systems of East, Member of the Board of Directors
  • 2008 — present
    CJSC Kaunas Heat and Power Plant, Member of the Board
  • 2007 — present
    JSC Centerenergyholding, Member of the Board of Directors
  • 2007 — present
    JSC “GAZPROM”, Head of the Office of Power Sector Development and Power Industry Marketing
  • 2006—2008
    JSC Mezhregionenergosbyt, General Director
  • 2006—2007
    LLC Mezhregiongaz, Advisor to the General Director
  • 2002—2006
    LLC EuroSibEnergoEngineering, 1st Category Specialist, Head of the Department
  • Owns no shares of JSC “OGK-6”.

Vainzikher
BorIs FelIxovIch


Vainzikher BorIs FelIxovIch

Year of birth: 1968

Education:

Saint Petersburg State Technical University, Turbine Construction, 1993. Open Business School of the Open University in Great Britain, Management, 2002.


Employment for the past 5 years:

  • 2008 — present
    JSC “TGK-1”, General Director
  • 2009 — present
    JSC “OGK-2”, Member of the Board of Directors
  • 2007—2008
    JSC RAO “UES of Russia”, Member of the Board, Technical Director
  • 2007—2007
    JSC “Power Machines”, General Director
  • 2005—2007
    JSC RAO “UES of Russia”, Member of the Board, Technical Director
  • Owns 0.0113% of the shares of JSC “OGK-6”
109
110

Gavrilenko
Anatoly Anatolyevich


Gavrilenko Anatoly Anatolyevich

Year of birth: 1972

Education:

Lomonosov Moscow State University, 1995, Lomonosov Moscow State University, 2001.


Employment for the past 5 years:

  • 2008 — present
    JSC Mosenergo, JSC “OGK-2”, JSC Gazpromenergobank, JSC Moscow United Electric Grid Company, JSC SIBUR Holding, JSC Salavatnefteorgsintez, JSC “TGK-1”, Member of the Board of Directors
  • 2004 — present
    CJSC Leader (Pension Fund Asset Management Company), General Director, Member of the Board of Directors
  • 1998—2004
    CJSC Alor Invest, Director for Strategic Financial Planning
  • Owns no shares of JSC “OGK-6”.

Ilyenko
Alexander Vladimirovich


Ilyenko Alexander Vladimirovich

Year of birth: 1972

Education:

Stavropol Polytechnic Institute, 1994


Employment for the past 5 years:

  • 2008 — present
    JSC “TGK-11”, Member of the Board of Directors
  • 2004 — present
    JSC “SO UPS”, Director for Development of Dispatching Control Technologies
  • 2003—2004
    JSC SO-CDM UES, Deputy Head of Operative Dispatching Service, Deputy Chief Dispatcher
  • Owns 0.000009% of the shares of JSC “OGK-6”.

Mityushov
Alexey Alexandrovich


Mityushov Alexey Alexandrovich

Year of birth: 1975

Education:

Ustinov Baltic State Technical University, 1997


Employment for the past 5 years:

  • 2010 — present
    JSC “OGK-2”, Chair of the Management Board, General Director
  • 2008 — present
    JSC “OGK-6”, Chair of the Management Board, General Director, Member of the Board of Directors
  • 2009 — present
    JSC “TGK-1”, Member of the Board of Directors
  • 2009 — present
    JSC Mosenergo, Member of the Board of Directors
  • 2009 — present
    JSC “OGK-2”, Member of the Board of Directors
  • 2009 — present
    JSC Salavatnefteorgsintez, Member of the Board of Directors
  • 2009 — present
    JSC Mezhregionenergogaz, Chair of the Board of Directors
  • 2009 — present
    JSC Mezhregionteploenergo, Chair of the Board of Directors
  • 2009 — present
    JSC Arkhoblenergogaz, Member of the Board of Directors
  • 2007 — present
    LLC Gazpromenergo, General Director
  • 2006 — present
    JSC Gazpromregiongaz, Member of the Board of Directors
  • 2003—2007
    LLC Mezhregiongaz, Head of the Department for Property Management and Corporate Work
  • Owns no shares of JSC “OGK-6”.
111
112

Fisher
Evgeniya Viloryevna


 

Year of birth: 1965

Education:

Gubkin Moscow Institute of Oil and Gas, Technology and Comprehensive Mechanization of Development of Oil and Gas Fields, 1998


Employment for the past 5 years:

  • 2009 — present
    JSC “GAZPROM”, Deputy Head of the Office of Power Sector Development and Power Industry Marketing
  • 2004—2008
    JSC “GAZPROM”, Deputy Head of the Department for Gas Resource Distribution
  • Owns no shares of JSC “OGK-6”.

Tikhonova
MarIa Gennadyevna


 

Year of birth: 1980

Education:

Volga-Vyatskaya Civil Service Academy, Municipal Administration, 2002. Academy of the National Economy under the Government of the Russian Federation, State Administration of Economic Development, 2005. Higher School of Economics, MBA, Finance, — present


Employment for the past 5 years:

  • 2009 — present
    Ministry of Energy of the Russian Federation, Deputy Director of the Department for Economic Regulation and Property Relations at the Fuel and Energy Sector of the Ministry of Energy of Russia.
  • 2005—2008
    Federal Agency for Energy, Lead Specialist, Chief Specialist, Deputy Head of the Section for Legal Support and Property Relations in the Fuel and Energy Sector
  • 2003—2005
    Nizhegorodenergosbyt, a branch of JSC Nizhnovenergo, Consumer Support Team Specialist
  • Owns no shares of JSC “OGK-6”.

Shavaleyev
Damir Akhatovich


Shavaleyev Damir Akhatovich

Year of birth: 1975

Education:

Ufa State Petroleum Technological University, Plants and Machinery of Chemical Companies and Construction Material Enterprises, 1998. Saint Petersburg State University, Finance and Credit, 2002.


Employment for the past 5 years:

  • 2008 — present
    LLC Salavatsky Petrochemical Complex, General Director
  • 2005 — present
    JSC Salavatnefteorgsintez, General Director
  • 2003—2005
    JSC SIBUR, Head of the Polymer, Rubber and Chemical Fiber Division
  • Owns 0.000594% of the shares of JSC “OGK-6”.

Shatsky
Pavel Olegovich


Shatsky Pavel Olegovich

Year of birth: 1972

Education:

Russian New University, 1996, Russian State Agrarian Correspondence University, 2002, State University of Management, 2002.


Employment for the past 5 years:

  • 2008 — present
    LLC Gazprom Energyholding, First Deputy General Director
  • 2008 — present
    Court of Arbitration of the Nonprofit Partnership Market Council, Deputy Chair
  • 2005—2008
    JSC SUEK, Director of the Department for Power Sector Strategy, Deputy Director for Strategy, Mergers and Acquisitions
  • 2000—2005
    JSC RUSAL, JSC RUSAL-MC, Head of the Legal Support Department, Head of the Pricing Policy Department, Director of the Power Department
  • Owns 0.00073% of the shares of JSC “OGK-6”.
113
114

khodursky
Mikhail Leonidovich


khodursky Mikhail Leonidovich

Year of birth: 1971

Education:

Ordzhonikidze Moscow Aviation Institute, 1994, International University, 1996, Moscow State University of Technologies and Management, 2004.


Employment for the past 5 years:

  • 2008 — present
    JSC “OGK-2”, JSC “TGK-1”, Member of the Board of Directors
  • 2008 — present
    JSC Sobinbank, Chair of the Board of Directors
  • 2007 — present
    CJSC Gazenergoprombank, Chair of the Board
  • 2006—2006
    CJSC Gazenergoprombank, CJSC Gazenergoprombank, Advisor to the Chair of the Board on Regional Issues, Deputy Chair of the Board
  • 2006—2007
    LLC Mezhregiongaz, Advisor to the General Director
  • 2006 — present
    CJSC Gazenergoprombank, Member of the Board of Directors
  • 1999—2004
    Republican Bank (CJSC), Deputy Chair of the Board
  • Owns no shares of JSC “OGK-6”.

Yatsenko
Sergey Viktorovich


 

Year of birth: 1960

Education:

Leningrad State University, Country Studies, 1985. Singapore University, Chinese Language, 1984. Interindustry Institute of Further Qualification under the Saint Petersburg University of Economics and Finance, 1995.


Employment for the past 5 years:

  • 2007—2010
    JSC “GAZPROM”, First Deputy Head of the Finance and Economics Department
  • 2002—2007
    JSC “GAZPROM”, Deputy Head of the Finance and Economics Department
  • Owns 0.00005% of the shares of JSC “OGK-6”.

Executive Bodies

General Director

The General Director is the sole executive body of the Company and is entitled to act on behalf of the Company without power of attorney. The General Director heads the Management Board acting as the Chair of the Management Board. The General Director is accountable to the General Meeting of Shareholders and the Company’s Board of Directors. The General Director is appointed by the Board of Directors. The General Director is responsible for implementation of the Company’s objectives, strategy, and policies.

The issues of monetary incentives for the General Director are managed by the Regulations on Monetary Incentives for the General Director (Minutes No. 29 dd. December 25, 2006) and Appendix No. 1 (Minutes No. 10 dd. October 17, 2008) approved by the Board of Directors. Bonuses are awarded to the General Director for meeting key performance indicators (quarterly and yearly) established annually by the Company’s Board of Directors, as well as for performance of particularly important tasks, state and industry awards, and execution of tasks related to reforming the Company.


Management Board

The Management Board is the collective executive body of the Company which manages the Company’s day-to-day operations. The Management Board is accountable to the General Meeting of Shareholders and the Company’s Board of Directors. Members of the Management Board are appointed by the Board of Directors. The Management Board is responsible for implementation of the Company’s objectives, strategy, and policies. The General Director is the Chair of the Company’s Management Board. The activity of the Management Board is regulated by the Charter and the Regulations on the Management Board. The Management Board develops long-term plans for the main areas of business and submits them for consideration to the Board of Directors, previews, develops, and submits to the Board of Directors recommendations regarding specific issues within the competence of the Board of Directors, examines reports of Deputy General

Directors, and passes resolutions regarding concluding deals which have a value equal to more than 5% of the book value of Company’s assets (excluding deals which the Company’s Board of Directors authorizes). Members of the Management Board are elected by the Board of Directors in the number determined by the Board of Directors. In accordance with the resolution of the Board of Directors passed on October 7, 2005 the Company’s Management Board consists of 8 persons.

The remuneration system for members of the Management Board is established by their labor contract, as well as by the Regulations on Monetary Incentives for Senior Managers of JSC “OGK-6”.

The system of senior managers’ bonuses is based on meeting key performance indicators (KPI) for accounting periods (quarter and year). Quarterly and yearly KPI, their values, methods for calculating indicators, and the procedure for calculating the amount of bonuses shall be approved by order of the General Director.

The amount of quarterly bonuses subject to meeting the set KPI values makes up to 1.5 (one and a half) official salaries. The amount of annual bonuses subject to meeting established KPI values is up to 12 (twelve) official salaries.

If KPI and additional bonus requirements established by the order are met, the Company’s General Director has the right to award additional bonuses to Senior Managers based on the Company’s performance for the accounting year in the amount of up to 6 (six) official salaries.

A special bonus is established for Senior Managers attaining a high indicator for the Return on Equity KPI based on the Company’s performance for the accounting year (total for all senior managers) in the amount of up to 1% of net Company profit. The resolution regarding the payment and its amount is taken by the Company’s General Director depending on the contribution of the senior manager to the Company’s performance. Additionally, the Regulations on Monetary Incentives for Senior Managers provides for a single-time bonus for particularly important tasks which cannot exceed 6 (six) official salaries for a single task; a bonus in the event of state and industry awards; and a bonus for performance of reform-related tasks.

 
115
116

On September 21, 2007 JSC “OGK-6’s” Board of Directors approved JSC “OGK-6’s” Options Program (Minutes No. 49 dd. September 21, 2007) which establishes the procedure for granting the right to acquire JSC “OGK-6” shares to Options Program participants, as well as the procedure for Options Program participants to exercise their right to acquire the Company’s shares at a fixed price. Within the Options Program, a purchase and sale contract is concluded with respect to JSC “OGK-6” shares between the Options Program operating company and the participant with a delayed transfer of share ownership and payment within 3 years from the date of signing the contract. The Options Program is unlimited and intended for the entire period of the Company’s activities. The current number of ordinary shares distributed within the Options Program is approved annually by the Company’s Board of Directors by proposal of the General Director. The total number of ordinary Company shares allotted to the Options Program shall not exceed 2% of the total number of ordinary Company’s shares placed. The purchase and sale price of shares is defined as the average weighted price of ordinary Company’s shares calculated as of the date of conclusion of the contract for a period of 365 days prior to the date of conclusion of the contract according to JSC MICEX Stock Exchange data. Persons eligible for the Options Program include the General Director, Senior Managers (members of the Management Board, Chief Accountant and Branch Manager)

and the Company’s employees specified by the General Director. The Company’s employees entitled to participate in the Options Program and the number of shares each employee may acquire are determined independently by the General Director. The maximum number of ordinary shares to be purchased by each participant of the Options Program is limited as follows (within 2% of the total number of ordinary Company’s shares placed): General Director — 0.3%; senior managers — 0.15%; employees — 0.05%.

No purchase and sale contracts of shares were made within the Options Program as of December 31, 2009.

The table below presents the total amount of payments made to all persons that were members of the Company’s Management Board including the Chair of the Management Board in 2009.

In 2009 the following changes to the Management Board took place:

On July 9, 2009 the powers of the Management Board member Gennady Felixovich Binko were terminated early. In June 2009, Gennady Felixovich Binko retired from his position of Deputy General Director for Marketing and Sales at JSC “OGK-6” which he had held since the founding of the Company in 2005 and joined Interregional Distribution Grid Companies Holding. On November 2, 2009, Bary Zakievich Dolgoarshinnykh, the Chief Accountant at JSC “OGK-6” was elected as a member of the Management Board (Minutes No. 30 of the Meeting of the Board of Directors dd. November 2, 2009).

 

Thousand Rubles

Types of remuneration 2009
Salary 25,271
Premiums 9,406
Bonuses 34,574
Employment termination payments 5,838
Total 75,089

Members of the Management Board:

Mityushov
Alexey Alexandrovich


Mityushov Alexey Alexandrovich

Year of birth: 1975

Education:

Ustinov Baltic State Technical University, 1997


Employment for the past 5 years:

  • 2010 — present
    JSC “OGK-2”, Chair of the Management Board, General Director
  • 2008 — present
    JSC “OGK-6”, Chair of the Management Board, General Director, Member of the Board of Directors
  • 2009 — present
    JSC “TGK-1”, Member of the Board of Directors
  • 2009 — present
    JSC Mosenergo, Member of the Board of Directors
  • 2009 — present
    JSC “OGK-2”, Member of the Board of Directors
  • 2009 — present
    JSC Salavatnefteorgsintez, Member of the Board of Directors
  • 2009 — present
    JSC Mezhregionenergogaz, Chair of the Board of Directors
  • 2009 — present
    JSC Mezhregionteploenergo, Chair of the Board of Directors
  • 2009 — present
    JSC Arkhoblenergogaz, Member of the Board of Directors
  • 2007 — present
    LLC Gazpromenergo, General Director
  • 2006 — present
    JSC Gazpromregiongaz, Member of the Board of Directors
  • 2003—2007
    LLC Mezhregiongaz, Head of the Department for Property Management and Corporate Work
  • Owns no shares of JSC “OGK-6”.
117
118

Gudkov
Dmitry Gennadyevich


Gudkov Dmitry Gennadyevich

Year of birth: 1973

Education:

Moscow State Engineering and Technical Institute (Technical University), Higher School of Economics, 1998.


Employment for the past 5 years:

  • 2008 — present
    JSC “OGK-6”, Deputy General Director for Economics and Finance, Member of the Management Board
  • 2008 — september 2009
    LLC Gazpromenergo, Deputy General Director for Economics
  • 2007—2008
    LLC Gazpromenergo, Deputy General Director for Economics and Finance
  • 2002—2008
    LLC Mezhregiongaz, Deputy Head of the Planning and Economics Department
  • Owns no shares of JSC “OGK-6”.

Gulyaev
Valery Alexeevich


Gulyaev Valery Alexeevich

Year of birth: 1957

Education:

Vologda Polytechnical Institute, 1980, Rostov State Construction University, 1999.


Employment for the past 5 years:

  • 2005 — present
    JSC “OGK-6”, Deputy General Director for Procurement and Logistics, Member of the Management Board
  • 2001 — 2005
    JSC SEUK, Director for Resources
  • Owns 0.0055% of the shares of JSC “OGK-6”.

Dolgoarshinnykh
Bary Zakievich


Dolgoarshinnykh Bary Zakievich

Year of birth: 1952

Education:

Timiryazev Moscow Agricultural Academy, 1978


Employment for the past 5 years:

  • 2009 — present
    JSC “OGK-6”, Member of the Management Board
  • 2005 — present
    JSC “OGK-6”, Chief Accountant
  • 2001 — 2005
    JSC Ryazanskaya GRES, Chief Accountant
  • Owns 0.00085% of the shares of JSC “OGK-6”.








Dubenetsky
Viktor Petrovich


Dubenetsky Viktor Petrovich

Year of birth: 1961

Education:

Belarusian State University, 1986


Employment for the past 5 years:

  • 2005 — present
    JSC “OGK-6”, Deputy General Director, Member of the Management Board
  • 2002—2005
    Ministry of Foreign Affairs of the Russian Federation, 1st Secretary of the Second Department for CIS Countries
  • Owns no shares of JSC “OGK-6”.
119
120

Kolesnikov
Alexander Stepanovich


Kolesnikov Alexander Stepanovich

Year of birth: 1957

Education:

Ordzhonikidze Moscow Aviation Institute, 1983


Employment for the past 5 years:

  • 2008 — present
    LLC DCT, Member of the Board of Directors
  • 2005 — present
    JSC “OGK-6”, Deputy General Director for Corporate Governance and Personnel Management, Member of the Management Board
  • 2000 — 2005
    JSC RAO “UES of Russia”, Head of the Department for Shareholder Relations of the Corporate Center
  • Owns no shares of JSC “OGK-6”.





Sizev
Sergey Anatolyevich


Sizev Sergey Anatolyevich

Year of birth: 1962

Education:

Novosibirsk Electrotechnical Institute, 1987.


Employment for the past 5 years:

  • 2008 — present
    JSC “OGK-6”, Deputy General Director for Investments, Member of the Management Board
  • 2005 — 2008
    JSC “OGK-6”, Deputy General Engineer — Head of the Production and Technical Department
  • 2004— 2005
    JSC Dalenergo, Deputy General Director
  • Owns no shares of JSC “OGK-6”.

Tatarinov
Nikolay Alexandrovich


Tatarinov Nikolay Alexandrovich

Year of birth: 1959

Education:

Krasnoyarsk Polytechnical Institute, 1981.


Employment for the past 5 years:

  • 2005 — present
    JSC “OGK-6”, Deputy General Director for Production — Chief Engineer, Member of the Management Board
  • 2004 — 2005
    CJSC Energoremont Production Unit, Technical Director — First Deputy General Director
  • 2001 — 2005
    JSC KiGRES, Chief Engineer
  • Owns no shares of JSC “OGK-6”.





Audit Commission

The Company’s Audit Commission is elected by the General Shareholders’ Meeting to supervise the Company’s financial and economic activities. The Audit Commission is a collegial body of five persons. The Audit Commission’s activities are regulated by the Charter and the Provisions on the Audit Commission.

For participation in auditing financial and economic activities a member of the Audit Commission is paid a lump-sum remuneration amounting to twenty-five minimum monthly base rates of a first category worker fixed by the Industry Pay Rate Agreement as of the audit period adjusted in accordance with the Industry Pay Rate Agreement.

The remuneration indicated herein is paid within a week upon drawing up a report on the results of the audit.

The procedure and deadlines for payment of bonuses are established by the Company’s Board of Directors.

The remuneration paid to the Head of the Audit Commission is increased by 50%. Members of the Audit Commission are indemnified against expenses related to participation in meetings of the Audit Commission and audits as per the indemnification rates for travel expenses in effect at the time of meetings or audits.

In 2009 members of the Audit Commission were paid remuneration of: 328 thousand rubles.

From June 11, 2008 to June 7, 2009, the Audit Commission elected by resolution of the Annual General Shareholders’ Meeting of JSC “OGK-6” (Minutes No. 9 dd. June 11, 2008) operated in the Company with the following membership:

  • Margarita Ivanovna Mironova
  • Alexey Vladimirovich Zavartsev
  • Evgeny Nikolaevich Zemlyanoy

On June 8, 2009 the Annual General Meeting of Shareholders of JSC “OGK-6” (Minutes No. 10 dd. June 8, 2009) elected

 
121
122

the Company’s Audit Commission with the following membership:

Mironova
Margarita Ivanovna

Year of birth: 1964

Education:

Plekhanov Moscow Institute of the National Economy, Merchandising and Trading Non-Food Products, 1985. Russian Correspondence Institute of Textile and Light Industry, Accounting, Monitoring and Analyzing Economic Activity, 1993.

Employment for the past 5 years:

  • 2005—present
    LLC Mezhregiongaz, Head of the Internal Audit Department
  • 2003—2005
    JSC “GAZPROM”, Head of the Office — Deputy Head of the Department, First Deputy Head of the Internal Audit Department
  • Owns no shares of JSC “OGK-6”.

Bulgakova
Marina Vladilenovna

Year of birth: 1971

Education:

Hertzen State Pedagogical University (Saint Petersburg), Teacher (Natural Science and Mathematics), 1993. State University — Higher School of Economics, Lawyer, 2000.

Employment for the past 5 years:

  • 2009—2009
    LLC Gazprom Energyholding, Head of the Corporate Policy Department
  • 2008—2009
    LLC Metropol Development — Metropol Group, Deputy General Director for Corporate Management
  • 2004—2008
    JSC MMTS 9, Advisor to the General Director for Corporate Management Issues
  • 2003—2008
    JSC Rostelekom, Deputy Head of the Department for Corporate Control — Head of the Section for Managing Subsidiary and Dependent Companies
  • 1998—present
    CJSC YurBusinessCenter, General Director (holds two positions since 2003)
  • Owns no shares of JSC “OGK-6”.

Zemlyanoy
Evgeny Nikolaevich

Year of birth: 1985

Education:

Plekhanov Russian Economic Academy, Financial Management, 2007. Plekhanov Russian Economic Academy, Jurisprudence, 2008.

Employment for the past 5 years:

  • 2007—present
    JSC “GAZPROM”, Lead Specialist of the Department for Power Sector Development
  • 2006—2006
    CJSC BDO Unicon Consultant
  • 2003—2005
    LLC Art Creation, Financial Director
  • Owns no shares of JSC “OGK-6”.

Zakharova
Irina Nikolayevna

Year of birth: 1965

Education:

Leningrad Order of the Red Banner of Labor Institute of Soviet Trade, Economist, 1990. Saint Petersburg State Engineering and Economics University, State and Municipal Administration, 2005. The Association of Further Professional Education, A.F. Konto Academic Center, Customs Registration Manager, 2008.

Employment for the past 5 years:

  • 2008—present
    LLC Gazprom Energyholding, Chief Accountant
  • 2008—2008
    CJSC Gas-Oil, Deputy General Director for Financial Issues and Economic Development
  • 2007—2008
    JSC Proletarsky Zavod, Head of the Section for Foreign Economic Activity and Advertizing
  • 2006—2007
    LLC VOLGA — NEVA, Deputy General Director for Finance
 
  • 2002—2005
    Financial Administration of Schlisselburg Municipal Entity in the Leningrad Region, Head of the Finance Department
  • Owns no shares of JSC “OGK-6”.

Naryshkina
Lyudmila Nikolaevna

Year of birth: 1959

Education:

Moscow Mining Institute. Systems Analyst, 1984. Moscow Institute of Economics and Law, Corporate Lawyer, 1998. E. Dashkova Moscow Institute for the Humanities, Teacher of a Higher Institute of Education, 2006. Lomonosov Moscow State University, Accounting, Statistics, Audit, Doctor of Economic Sciences, 2006.

Employment for the past 5 years:

  • 2009—present
    LLC Gazprom Energyholding, Head of the Section for Internal Audits and Comprehensive Inspections
  • 1999—2009
    CJSC Balance-de-facto, General Director
  • Owns no shares of JSC “OGK-6”.

Auditor

The Company’s Auditor is approved annually by the General Shareholders’ Meeting to audit the Company’s financial and economic activities in accordance with legal regulations of the Russian Federation on the basis of

a contract concluded with the former. The amount of payment for the services of the Auditor is determined by the Company’s Board of Directors. The Company’s Auditor audits the Company’s financial and economic activity in accordance with the requirements of Russian legislation and on the basis of a contract concluded with the former.

By resolution of the Annual General Shareholders’ Meeting of JSC “OGK-6” (Minutes No. 9 dd. June 11, 2008) Closed Joint Stock Company KPMG was appointed the Company’s Auditor on June 11, 2008. On June 8, 2009, the Annual General Shareholders’ Meeting of JSC “OGK-6” appointed KPMG as the Company’s Auditor again. (Minutes No. 10 dd. June 8, 2009).

The payment for the services of the Auditor for 2009 was 13,595,960 rubles, which was for:

  • auditing financial statements prepared in accordance with the requirements of Russian legislation (Russian Accounting Standards) for 2008 — 885,000 rubles;
  • auditing financial statements prepared in accordance with the International Financial Reporting Standards (IFRS) for 2008 — 2,879,200 rubles;
  • for auditing financial statements prepared in accordance with the requirements of Russian legislation for 2009 — 5,380,800 rubles;
  • for auditing financial statements prepared in accordance with the International Financial Reporting Standards (IFRS) for 2009 — 4,450,960 rubles

123
126
8

Our team





JSC “OGK-6’s” main aim of HR policy is to build and maintain the efficiency of the Company’s core resource — its employees.

The main aims of HR policy in 2009:

  • providing a competitive level of worker salary and social benefits and guarantees;
  • securing personnel to key positions and occupations;
  • working with reserve staff on lead specialist and management positions;
  • increasing personnel quality by reaching competitive targets (optimal number of personnel, optimal personnel category ratio: workers, specialists, managers, optimal age makeup, optimal level of personnel turnover, optimal selection of employees by professional level and education.)

The main tasks in 2010:

  • evaluating the work performance of personnel at the Company’s branches;
  • implementing new personnel incentive schemes aimed at achieving key performance indicators;
  • improving the organizational structure of executive bodies and Company branches;
  • ensuring stable social and work relations when holding events for optimizing the number of personnel.

8.1. Personnel Structure

A total of 5,427 persons were employed at JSC “OGK-6” as of December 31, 2009. This included 709 managers, 1,292 specialists, 58 office workers and 3,368 workers.

In 2009, the total number of personnel decreased by 839 persons.

The primary cause for this reduction was the outsourcing of subdivisions which carry out the functions of accounting, tax calculation, information technology, repair and vehicle maintenance.

In 2009, the share of employees aged up to 30 years old was 16.6%, and the share of working pensioners was 6.6%. This meant that in 2008, JSC “OGK-6” had experienced and well-established as well as prospective personnel.

Personnel structure by branches and executive office of the company as of december 31, 2009

Personnel structure by branches and executive office of the company as of december 31, 2009



Changes in total number of Company personnel in 2007—2009
Changes in total number of Company personnel in 2007—2009


Branch Total Number of Employees
Ryazanskaya GRES 1,444
Novocherkasskaya GRES 1,298
Kirishskaya GRES 872
Krasnoyarskaya GRES-2 1,020
Cherepovetskaya GRES 586
Executive Office 207
TOTAL for OGK-6 5,427
Education Level

In 2009, the education level of Company personnel continued to grow: the share of employees with higher education increased by 3.1% from 36.7% in 2008 to 39.8 % in 2009.

25.8% of the Company’s employees have vocational education. In 2009, their share increased by 0.8% in comparison with 2008.

The Company’s management recognizes the importance of continuous education and further training of staff. In 2009, expenses on educating and retraining personnel totaled 21,653,11 thousand rubles. In 2009, the share of personnel trained and retrained with a break from work was 43.58% of the total number of the Company’s personnel, including 44.54% of the executive body. In 2009, the share of employees that underwent further training reduced by 2.2%.

In accordance with the contracts concluded between the Company and its personnel, 54 employees of the branches study at higher and vocational educational institutions, including 13 specialists and office workers and 41 workers. 1,727.6 thousand rubles were spent on this.

In 2009, the schedule for introducing the SO-UPS-PP-1-2005 Standard for training, retraining and further qualification of personnel at JSC “OGK-6” continued to be implemented.

In 2010, special emphasis will be placed on training reserve staff and advanced training of employees.


8.2. Remuneration

The amount of funds spent on labor remuneration was 2,821.5 million rubles, an increase of 5.7% versus 2008. The amount of funds spent on social payments stipulated by the Branches’ collective labor contracts and the Regulations on Benefits, Guarantees and Remuneration of the Executive Employees in 2009 was 190.9 million rubles, an 8.8% increase in comparison with 2008.

In 2009, the average monthly salary of employees at the Company’s branches (GRES) was 32,728 rubles, which is 13.8% higher than in 2008. The growth of average monthly salary at the Company’s branches is explained by the growth of the minimum monthly base rate of a first-category worker which is the basis for increasing the salaries (base rates) of Company workers. On average, the change to the minimum monthly base rate was 14.8% in accordance with the letters from the Employers’ Association of Electric Power and the Electric Power Trade Union (Electrounion).

The growth in average salary in 2009 at the Company’s branches was equal for all categories of personnel.

Personnel according to category as of december 31, 2009

Personnel according to category as of december 31, 2009



Age profile of personnel as of december 31, 2009

Age profile of personnel as of december 31, 2009



Dynamics of change in the share of employees with higher education and vocational education in the company’s branches in 2007—2009, %

Dynamics of change in the share of employees with higher education and vocational education in the company’s branches in 2007—2009, %

personnel CateGory

Category December 31, 2007 December 31, 2008 December 31, 2009
Managers 913 911 821
Specialists 1,377 1,376 1,180
Office workers 56 55 57
Workers 4,060 3,924 3,369


Age profile of personnel

  December 31, 2007 December 31, 2008 December 31, 2009
Up to 30 years old 1,100 1,086 903
From 30 to retirement age 4,921 4,782 4,167
Working pensioners 385 398 357
127
128
Branches of “OGK-6” Average Monthly Salary of Workers, in rubles
2007 2008 2009
Ryazanskaya GRES 22,062 27,344 29,679
Novocherkasskaya GRES 21,897 26,022 28,647
Kirishskaya GRES 26,830 31,673 34,923
Krasnoyarskaya GRES-2 28,831 34,749 42,954
Cherepovetskaya GRES 21,000 23,750 28,942
GRES-24 25,320 30,636
Total 24,098 28,766 32,728

Personnel Category Average Monthly Salary of Workers, in rubles
2008 2009 % growth
Managers 47,586 54,853 15.3
Specialists and technical operators 29,136 32,923 13.0
Workers 22,838 26,382 15.5
Total 28,766 32,728 13.8

A total of 5,427 persons were employed at JSC “OGK-6” as of December 31, 2009.


















In 2009, the average monthly salary of employees at the Company’s branches (GRES) was 32,728 rubles.














On average, payment of bonuses makes up 70% of total remuneration.

Personnel Motivation System

One of the Company’s key tasks with regard to human resources is forming a motivated staff and attracting young specialists to the Company who are capable of efficiently accomplishing the tasks it faces.

The personnel motivation system is set forth in the Regulations on Salaries and Incentives for the Personnel of the Company Branches, in the Salaries section of the Branches’ collective labor contracts and in the Regulations on Salaries and Incentives for the Personnel of Executive Branches.

It is based on a single, standard approach for all branches and specifies the methods, principles and approaches for providing incentives for all categories of employees. The personnel remuneration system is aimed at increasing employee loyalty to the Company and also increasing employee’s performance.

Increased labor efficiency is attained by the bonus part of the remuneration linked with achievement of fixed targets which are connected with approved key performance

indicators (KPI). On average, payment of bonuses makes up 70% of total remuneration.


Collective Labor Contract

At JSC “OGK-6”, the Commission for Regulating Social and Labor Relations (CRSLR) has been operating continuously since 2006. The Commission consists of five employee representatives and five employer representatives.

The main task of the CRSLR is approving collective labor contracts of JSC “OGK-6” branches and also resolving issues concerning the prevention of social tension in the teams of the JSC “OGK-6” branches.

In 2009 at JSC “OGK-6” collective labor contracts of the branches based on a single approach were approved and are in force. They take into account the basic principles for benefits, guarantees and remuneration which are specified in the Industry Pay Rate Agreement in the Electrical Power Sector for 2009-2011. The collective labor contracts of the JSC “OGK-6” branches are valid from January 1, 2009 to December 31, 2011.

8.3. Pension Program

In order to ensure social security of the Company’s employees and veteran employees, Non-governmental Pension Programs (NPPs) are drawn up annually in accordance with the principles contained in the strategy of the nongovernmental pension plan for the Company’s employees.

The non-governmental pension program for employees of JSC “OGK-6” is designed to provide an adequate quality of life for the Company’s employees of retirement age and to efficiently resolve staff issues related to attraction, retention and motivation of personnel. The base non-governmental pension fund for realization of the NPP for employees of JSC “OGK-6” is the Non-governmental Pension Fund of the Power Industry (NPFPI).

The structure of the NPP for employees of JSC “OGK-6” includes corporate and parity programs.

The corporate plan embodies pension programs in the context of which the Company arranges additional NPPs for its employees using internal funds on the basis of the respective Regulations on the NPP and the NPP contract concluded with the non-governmental pension fund. 76% of the Company’s employees are NPP participants.

The parity plan is based on the principle that employee and employer are able to finance the NPP for the employee jointly and in equal proportions.

In 2009, the total amount of financing of all the Company’s joint accounts opened with the NPFPI and its branches was 142.9 million rubles.

129
132
9

Environmental Protection





Environmental protection is one of the priorities of all industries, especially the electrical power industry. We know that electricity generation at thermoelectric power plants has a significant impact on the environment (air, water and soil) due to formation of pollutants. In general, several types of heat generation impact on the environment can be singled out:

  • air emissions of pollutants (including greenhouse gases);
  • waste formation (including ash and slag);
  • discharge of pollutants into bodies of water.

In 2009, 1,417 thousand tons of waste were formed as a result of JSC “OGK-6’s” activities, or 22.3% less than in 2008. In addition to this, 869 million m3 of water was used, or 14% less than in 2008.

In 2009, environmental protection expenses made up 162,886 thousand rubles, or 21% less than in 2008.

In accordance with environmental policy, the Company constantly monitors the environment and carries out actions to neutralize waste

formed as a result of plant operation and dispose of it. Environmental actions of OGK-6 comply with all the Russian environmental legislation requirements.


9.1. Environmental Protection Actions

In 2009, the following actions were taken to reduce air emissions of pollutants, discharge of pollutants into bodies of water and manage hazardous waste:


Krasnoyarskaya GRES-2

In 2009, the branch’s water protection zone was cleaned. In 2009, the internal cyclone elements of ash collectors of boilers No. 1А, 1B, 6А, and 6B were repaired to reduce air emissions of inorganic dust (70—20%).


9.2. Air Emissions of Pollutants

The total volume of pollutants treated in 2009 made up 1,319 thousand tons, or 370 thousand tons (22%) less than in 2008. 1,225 thousand tons of pollutants were collected and

Payment for allowed discharge (emissions) in 2009

Payment for allowed discharge (emissions) in 2009



In 2009, 1,417 thousand tons of waste were formed as a result of JSC “OGK-6’s” activities, or 22.3% less than in 2008.



Thousand Rubles

  2007 2008 2009
Water discharge 3,119 2,778 1,744
Air emissions 15,905 21,962 19,410
Waste disposal 40,970 43,938 41,779
Total 59,994 68,678 62,933

neutralized, 355 thousand tons less than in 2008 (a 22% decrease).

Every JSC “OGK-6” plant neutralizes no less than 90% of pollutants treated.

Due to the fact that Kirishskaya GRES and GRES-24 use gas as a primary fuel,

pollutants formed as a result of the operation of these plants mainly contain sulfur dioxide (SO2), carbon monoxide (CO) and nitric oxides which are impossible to neutralize since at present no such procedures have been developed.

Every JSC “OGK-6” plant neutralizes no less than 90% of pollutants treated.



Dynamics of collecting and neutralizing air pollutants, tons

Index Total Treated Pollutants Pollutants Collected and Neutralized Share of neutralized pollutants, %
2007 2008 2009 2007 2008 2009 2007 2008 2009
OGK-6, total 1,536,206 1,689,905 1,319,763 1,325,936 1,580,785 1,225,606 86 94 93
Ryazanskaya GRES 323,860 334,751 208,564 280,818 321,829 201,077 87 96 96
Novocherkasskaya GRES 713,306 806,917 795,593 628,388 755,665 734,755 88 94 92
Kirishskaya GRES 7,030 0 0 0 0 0 0 0 0
Krasnoyarskaya GRES-2 291,009 375,724 235,853 241,246 348,152 218,397 83 93 93
Cherepovetskaya GRES 200,298 172,519 79,750 175,482 155,139 71,377 88 90 90


Dynamics of air emissions of pollutants, tons

Plant name Total Air Emissions of Pollutants
2007 2008 2009
OGK-6, total 210,231 264,254 183,758
Ryazanskaya GRES 43,042 47,603 29,766
Novocherkasskaya GRES 84,916 101,302 93,758
Kirishskaya GRES 7,030 4,032 3,566
Krasnoyarskaya GRES-2 49,762 88,125 44,415
Cherepovetskaya GRES 24,815 23,190 12,251


Dynamics of greenhouse gas emissions, thousand tons

Ryazanskaya 2007 2008 2009 2009 vs. 2008, %
OGK-6, total 23,390 31,341 24,129 - 23
Ryazanskaya GRES 6,269 7,245 4,982 - 31
Novocherkasskaya GRES 3,899 11,936 8,505 - 29
Kirishskaya GRES 4,146 2,911 3,245 + 11
Krasnoyarskaya GRES-2 5,321 6,692 5,641 - 16
Cherepovetskaya GRES 2,700 2,557 1,751 - 32
Dynamics of greenhouse gas emissions
in 2007—2009, thousand tons

Dynamics of greenhouse gas emissions in 2007—2009, thousand tons


133
134

9.3. Waste formation and Storage

In 2009, 1,489 thousand tons of waste were formed in the process of electricity and heat generation, or 22% less than in 2008. The largest share of waste is comprised of ash and slag formed during coal burning. This waste is stored in special dumps.

In 2009, waste disposal costs made up 41,779 thousand rubles. The largest share of waste was formed at Novocherkasskaya GRES branch of JSC “OGK-6” (around 911 thousand tons).

The transfer from storing ash and slag waste to selling it as dry ash and as ash and slag to be delivered from the current storages is a potential area for reducing waste disposal costs. If the market for consuming and using potential methods for ash and slag recycling develops in the proper manner, it will be possible to stop building ash and slag dumps and gradually close and recultivate the existing dumps and then use them for production purposes.


9.4. Water Consumption

In 2009, the volume of water consumption for production needs made up 2,931 million m3, this includes a total of 398 million m3 of recycled water.

The plants of JSC “OGK-6” (except RGRES) use a once-through water supply system, meaning that cooled water is discharged into a natural body of water and can not be reused.

Under this water consumption system, payments are calculated based on the water intake amount multiplied by the water tax rate. In 2009, water payments totaled 739,256.7 thousand rubles. For generating companies, water costs are determined by the share of recycled water supply in the general water supply system of the Company. The larger this share, the smaller the costs are.

Some branches of JSC “OGK-6” use water recycling elements:

  • At Novocherkasskaya GRES, water can be discharged from an offtake to an intake channel using special flushing valves. This method is actively used when the temperature is low.
  • At the Kirishkaya GRES, two water cooling towers were installed in the water supply system for power units Nos.5 and 6.

It is possible to reduce the amounts of water tax charged for industrial water supply of the branches by increasing the share of recycled water with the help of organizing the recirculation of industrial water from the outlet channel to the inlet channel and also the recirculation of industrial water around the circulation pumps. The reduction of specific water consumption (m3/MW) is also possible by optimizing the technological modes for using cooled water depending on the loads of power units.

The methods for reducing water usage costs at branches of JSC “OGK-6” are:


Ryazanskaya GRES

Currently the reduction of water usage costs is not feasible at Ryazanskaya GRES due to the water recycling system it employs.


Novocherkasskaya GRES

The plant has a channel for recirculating industrial water from the outlet channel to the inlet channel. Optimal management of technological modes has been achieved (the lowest figures for specific water consumption). The most promising area is organizing recirculation of industrial water around the circulation pumps in order to reduce the consumption of industrial water when low-loads are employed, especially at night.

Dynamics of waste formation in 2007—2009, thousand tons

Dynamics of waste formation in 2007—2009, thousand tons



In 2009, 1,489 thousand tons of waste were formed in the process of electricity and heat generation, or 22% less than in 2008.

Kirishskaya GRES

In the short-term, the main method is organizing recirculation of industrial water around the circulation pumps and optimizing technological modes for reducing specific water consumption. In the long-term, the main method is increasing the amount of recycled water by using existing cooling towers.


Krasnoyarskaya GRES-2

The plant can use all three methods for reducing water tax. In 2010 it is planned to develop a channel for recirculating industrial water from the outlet channel to the inlet channel and organize the recirculation

of water around circulation pumps. Work is being performed to optimize the technological modes of water consumption during unloading of equipment.


Cherepovetskaya GRES

A project has been developed to recirculate industrial water from the outlet channel to the inlet channel. 2010 has been set as the project implementation date. In addition to this, in 2010 it is planned to equip all circulation pumps with recirculation systems. The first power unit of the plant has already been equipped with such a system that has been tested and displayed positive results.

Dynamics of water consumption in 2007—2009, million m3

Dynamics of water consumption in 2007—2009, million m3
135
138
10

Financial statements




10.1. Audit Report for 2009 Statements in Accordance with Russian Accounting Standards

The text of the audit report of ZAO KPMG on the financial statements of JSC “OGK-6” for 2009 is presented below. The said financial statements are not included in this annual report. Hence, all references to the attached financial statements pertain to documents not presented herein. This audit report is only applicable to the 2009 financial statements of JSC “OGK-6”. A copy of the audit report and the financial statements of JSC “OGK-6” for 2009 in Russian are posted in electronic form on the JSC “OGK-6” website (www.ogk6.ru) in the Shareholders and Investors Section.

Audit Report for 2009 Statements in Accordance with Russian Accounting Standards
Audit Report for 2009 Statements in Accordance with Russian Accounting Standards
139
140

10.2. The Company’s 2009 financial Statements in Accordance with Russian Accounting Standards


B A L A N C E   S H E E T
As of December 31, 2009

      Codes
    Form No. 1 for All-Russian Classifier of Management Documentation 0710001
    Date (day, month, year) 2009 12 31
Company: Open Joint-Stock Company “The Sixth Wholesale Power Market Generating Company”   All-Russian Classifier of Businesses and Organizations 76 928 058
Taxpayer Identification Number   Taxpayer ID 6164 232 756
Type of activity: Generation of electricity using thermoelectric power stations   All-Russian Classifier of Economic Activities 40.10.11
Organizational and legal form / form of ownership      
Open Joint-Stock Company   All-Russian Classifier of Legal Forms/All-Russian Classifier of Forms of Ownership 47 41
Measurement unit: thousand rubles   All-Russian Classifier of Measurement Units 384

Location (address): 101/3 Prospekt Vernadskogo, Moscow, 119526
  Date of approval
  Date of sending (acceptance)
ASSETS Code As of the Reporting
year Start
As of the Reporting
year End
1 2 3 4
I. Non-current assets

Intangible assets
     
110 1,312 21,471
Fixed assets 120 16,096,085 17,453,384
  including:

land plots and natural resources sites


21


29,601


30,941
  buildings, facilities, plant and equipment 122 15,884,571 17,228,536
Construction in progress 130 4,996,885 15,167,780
Interest-bearing investments in tangible assets 135
Long-term financial investments 140 80,071 102,035
  including:

investments in subsidiaries


141


48,712


48,712
  investments in other companies 143 27,137 51,333
Deferred tax assets 145 163,787 136,885
Other non-current assets 150 395,717 377,313
Total for Section I 1,190 21,733,857 33,258,868

Form 0710001c.2

ASSETS Code As of the Reporting
year Start
As of the Reporting
year End
1 2 3 4
II. Current assets

Reserves
     
210 4,711,450 3,338,859
  including:

raw materials, materials and other similar assets


211


4,656,611


3,291,091
  livestock 212
  WIP costs 213 1,085 1,730
  finished goods and goods for resale 214 1,902 1,693
  shipped goods 215 5 5
  prepaid expenses 216 51,847 44,340
  other inventories and costs 217
VAT on acquired assets 220 97,243 13,084
Accounts receivable (payment expected over 12 months after the reporting date) 230 4,359,527 1,380,905
  including:

buyers and customers


231


141,267


76,730
  notes receivable 232 593 593
  advances made 234 4,177,797 1,274,321
  other debtors 235 39,870 29,261
Accounts receivable (payment expected within 12 months after the reporting date) 240 8,946,147 9,141,192
  including:

buyers and customers


241


1,144,273


2,351,727
  notes receivable 242 25,500 140,668
  advances made 245 6,838,526 5,790,302
  other debtors 246 937,848 858,495
Short-term financial investments 250 4,068,906 1,535,643
  loans issued to companies for a period of less than 12 months 251
Cash 260 215,014 78,985
  including:

cash on hand


261


154


111
  settlement accounts 262 198,415 48,210
  other cash 264 16,445 30,664
Other current assets 270 702 601
Total for Section II 290 22,398,989 15,489,269
BALANCE 300 44,132,846 48,748,137
141
142

Form 0710001c.3

LIABILITIES Code As of the Reporting
year Start
As of the Reporting
year End
1 2 3 4
III. Capital and reserves

Share capital
     
410 15,497,760 15,497,760
Own shares acquired from shareholders 411
Capital surplus 420 22,169,898 22,169,855
Reserve capital 430 291,026 331,274
  including:

reserves generated under applicable law


431




  reserves generated under the constituent documents 432 291,026 331,274
Retained earnings (uncovered loss) 470 ( 2,470,033) 302,861
Total for Section III 490 35,488,651 38,301,750
IV. Long-term liabilities

Loans and credits
     
510 2,923,677 4,926,005
  Credits from banks for which repayment is expected over 12 months after the reporting date 511 49,541 2,051,869
  Loans for which repayment is expected over 12 months after the reporting date 512 2,874,136 2,874,136
Deferred tax assets 515 200,879 123,135
Other long-term liabilities 520 27,074 769,259
Total for Section Iv 590 3,151,630 5,818,399
V. Short-term liabilities

Loans and credits
     
610 41,299 64,793
  current portion of long-term credits and loans 613 41,299 64,793
Accounts payable 620 5,429,229 4,548,748
  including:

suppliers and contractors


621


3,584,603


2,409,388
  salaries payable 622 122,475 117,826
  payables to state non-budgetary funds 623 18,076 15,342
  taxes and duties payable 624 213,609 503,903
  other payables, including: 625 1,490,466 1,502,289
  advances received 627 1,274,161 1,320,973
  other creditors 628 216,305 181,316
Dividends payable to shareholders (founders) 63 14,130 7,111
Deferred income 640 7,899 7,336
Provisions 650
Other short-term liabilities 660 8
Total for Section v 690 5,492,565 627,988
BALANCE 700 44,132,846 48,748,137

Form 0710001c.4

Off-Balance sheet assets

Item name Code As of the Reporting
year Start
As of the Reporting
year End
1 2 3 4
Leased fixed assets 910 4,884,365 3,201,093
  including leasing 911 157,020 204,696
Inventories under custody 920 125,543 464,551
Materials accepted for processing 921
Goods taken on commission 930
Equipment accepted for installation 931
Bad debt write-off 940 3,295,588 356,578
Expenses for construction contracts incurred during the period from commencement of the contract. 946
Securities received 950 4,519,019 3,702,155
Securities issued 960 2,725,000 2,725,000
Housing depreciation 970 3,105 3,090
Depreciation of land improvement facilities and other similar facilities 980 6,287 6,287
Obtained intangible assets 990 3,318 6,283
Pledged cost of revenue from export contracts 999
143
144

P R O F I T   A N D   L O S S   S T A T E M E N T
FOR 2009

      Codes
    Form No. 2 for All-Russian Classifier of Management Documentation 0710002
    Date (day, month, year) 2009.12.31
Company: Open Joint-Stock Company “The Sixth Wholesale Power Market Generating Company”   All-Russian Classifier of Businesses and Organizations 76 928 058
Taxpayer Identification Number   Taxpayer ID 6164 232 756
Type of activity: Generation of electricity using thermoelectric power stations   All-Russian Classifier of Economic Activities 40.10.11
Organizational and legal form / form of ownership      
Open Joint-Stock Company   All-Russian Classifier of Legal Forms/All-Russian Classifier of Forms of Ownership 47 41
Measurement unit: thousand rubles   All-Russian Classifier of Measurement Units 384
Item, name Code for the Reporting Period for the Same Period of the Previous year
1 2 3 4
Income and expenses for ordinary activities

Net revenues from sale of goods, products, works and services (excluding VAT, excise tax and similar mandatory payments)
     
10 41,870,322 42,275,050
  including from sales of:

electric power


11


26,392,376


29,028,842
  capacity 12 12,812,380 10,849,771
  heat power 13 2,223,005 2,036,637
  other goods 14 253,233 207,577
  leasing property 15 125,143 83,946
  other works and services 16 64,185 68,277
Cost of sold goods, works and services 20 (34,154,369) (37,781,533)
  including sales of:

electric power


21


(22,149,450)


(27,406,483)
  capacity 22 (9,987,581) (8,547,256)
  heat power 23 (1,653,579) (1,541,915)
  other goods 24 (255,113) (183,243)
  leasing property 25 (37,714) (37,793)
  other works and services 26 (70,932) (64,843)
Gross profit 29 7,715,953 4,493,517
Selling and marketing costs 30 (44,380) (34,501)
General and administrative expenses 40 (2,591,342) (2,921,366)
Sales profit/loss 50 5,080,231 1,537,650
Other income and expenses      
Interest receivable 60 349,169 829,010
Interest payable 70 (286,825) (293,781)
Other income 105 725,694 306,224
Other expenses 110 (2,001,382) (1,438,332)
Item, name Code for the Reporting Period for the Same Period of the Previous year
1 2 3 4
Profit/loss before tax 140 3,866,887 940,771
Deferred tax assets 141 22,233 (59,681)
Deferred tax assets 142 (4,011) (7,974)
Current income tax 150 (1,021,810) (589,786)
Income tax from previous years 153 (141,941) 513,799
Other expenses from profit 156 91,741 7,825
Net profit/loss for the reporting period 190 2,813,099 804,954
FOR REFERENCE
Permanent tax liabilities (assets) 200 230,211 431,656
Basic earnings/losses per share 201 0.087 0.025
Diluted earnings/losses per share 202

JSC “OGK-6” management obtained the above information from the full set of the Company’s financial statements for 2009. The Annual Report does not include the above financial statements in full. A full copy of the Company’s financial statements in accordance with the Russian Accounting Standards is posted on the JSC “OGK-6” website (www.ogk6.ru) in the Shareholders and Investors Information Section.

145
146

10.3. Audit Report for 2009 Statements in Accordance with International financial Reporting Standards

The text of the audit report of ZAO KPMG on the financial statements of JSC “OGK-6” for 2009 is presented below. The report was drawn up in accordance with International Financial Reporting Standards. This audit report is only applicable to the 2009 consolidated financial statements of JSC “OGK-6” in accordance with International Financial Reporting Standards. The said audit report and financial statements were drawn up in English and are not included in this annual report. A copy of the audit report and the consolidated financial statements of JSC “OGK-6” for 2009 in accordance with International Financial Reporting Standards in English and a Russian translation are posted in electronic form on the JSC “OGK-6” website (www.ogk6.ru) in the Shareholders and Investors Section.


Independent Auditors’ Report

To the Board of Directors of Open Joint Stock Company “The Sixth Wholesale Power Market Generating Company” (JSC “OGK-6”)

We have audited the accompanying consolidated financial statements of JSC “OGK-6” (the “Company”) and its subsidiaries (the “Group”), which comprise the consolidated statement of financial position as of 31 December, 2009 and the consolidated statement of comprehensive income, consolidated statement of changes

in equity and consolidated statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes.


Management’s Responsibility for the Consolidated financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatements, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.


Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with relevant ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial

statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting principles used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of 31 December, 2009 and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards.


ZAO KPMG

14 April 2010

10.4. The Company’s 2009 financial Statements in Accordance with International financial Reporting Standards (IfRS)


ConsolIdated statement of fInanCIal posItIon as of 31 deCemBer 2009

  Notes 31 december 2009 31 december 2008
thousand rubles thousand rubles
ASSETS
Non-current assets
Property, plant and equipment 5 61,867,198 53,751,322
Other non-current assets 6 805,098 1,253,464
Total non-current assets 62,672,296 55,004,786
Current assets
Inventories 7 3,225,580 4,585,801
Short-term investments 8 417,120 3,901,413
Income tax receivable 7,373 413,818
Other current assets 51,201 92,490
Receivables and prepayments 9 4,852,229 3,799,135
Cash and cash equivalents 10 1,197,075 215,014
Total current assets 9,750,578 13,007,671
TOTAL ASSETS 72,422,874 68,012,457
EQUITY AND LIABILITIES
Equity
Share capital 11 15,497,760 15,497,760
Revaluation reserve 13,341,701 13,401,156
Share premium 18,339,193 18,339,193
Retained earnings 8,274,549 5,803,100
Total equity 55,453,203 53,041,209
Non-current liabilities
Deferred income tax liabilities 13 5,648,016 5,755,707
Loans and borrowings 12 4,937,610 2,923,677
Employee benefits 14 824,703 722,118
Other non-current liabilities 776,593 34,972
Total non-current liabilities 12,186,922 9,436,474
Current liabilities
Loans and borrowings 12 37,567
Accounts payable and accrued charges 15 4,203,947 5,298,648
Taxes payable 541,235 236,126
Total current liabilities 4,782,749 5,534,774
Total liabilities 16,969,671 14,971,248
TOTAL LIABILITIES AND EQUITY 72,422,874 68,012,457
147
148
Consolidated statement of comprehensive income for the year ended 31 December 2009

  Notes 2009 2008
thousand rubles thousand rubles
Revenues 16 41,870,322 42,275,050
Operating expenses 17 (38,470,645) (44,687,693)
Other income/(expenses) 32,328 (155,796)
Operating profit /(loss) 3,432,005 (2,568,439)
Finance income 18 384,329 829,010
Finance expenses 18 (310,450) (357,907)
Profit/(loss) before income tax 3,505,884 (2,097,336)
Income tax (expense)/benefit 13 (1,063,626) 1,267,933
Profit/(loss) for the year 2,442,258 (829,403)
Other comprehensive income
Revaluation of property, plant and equipment 16,751,445
Change in fair value of available-for-sale financial assets (37,830)
Income tax benefit/(expense) on other comprehensive income 7,566 (3,350,289)
Other comprehensive (expenses)/income for the year (30,264) 13,401,156
Total comprehensive income for the year 2,411,994 12,571,753
Profit/(loss) attributable to the owners of the Group 2,442,258 (829,403)
Total comprehensive income attributable to the owners of the Group 2,411,994 12,571,753
Earnings/(loss) per Share — basic and diluted (in Russian rubles per share) 19 0.0757 (0.0257)
Consolidated statement of cash flows for the year ended 31 December 2009

  Notes 2009 2008
thousand rubles thousand rubles
CASH FLOWS FROM OPERATING ACTIVITIES:
Profit/(loss) before income tax 3,505,884 (2,097,336)
Adjustments for:
Depreciation 5 1,866,892 2,812,159
Impairment loss of property, plant and equipment 5 1,970,698
Loss on disposal of property, plant and equipment 207,196 78,586
Finance income, net 18 (73,879) (471,103)
Other 366,068 246,136
Cash from operating activities before changes in working capital 5,872,161 2,539,140
Working capital changes:
Change in accounts receivable and prepayments (1,262,930) (1,945,930)
Change in inventories 1,360,221 (1,387,080)
Change in other assets 41,289 217,868
Change in other non-current assets 394,152 (821,830)
Change in accounts payable and accruals (1,648,790) 2,741,370
Change in other non-current liabilities 631,656 (101,606)
Change in taxes payable other than income tax (7,112) (227,304)
Cash flows from operations before income taxes and interest paid 5,380,647 1,014,628
Interest paid (266,165) (326,191)
Income tax paid (357,108) (224,817)
Net cash generated from operating activities 4,757,374 463,620
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment (9,593,910) (10,111,064)
Proceeds from short-term deposits 3,484,293 11,018,177
Interests received 18 349,169 829,010
Proceeds from disposal of property, plant and equipment 21,200 11,949
Net cash (used in)/from investing activities (5,739,248) 1,748,072
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 2,000,000 2,282,041
Repayment of borrowings (29,046) (4,358,364)
Disposal of treasury shares 177
Dividends paid (7,019) (568,959)
Net cash generated from/(used in) financing activities 1,963,935 (2,645,105)
Change in cash and cash equivalents 982,061 (433,413)
Cash and cash equivalents at the beginning of the year 215,014 648,427
Cash and cash equivalents at the end of the year 10 1,197,075 215,014

The information above is an abstract from a full set of the Company’s financial statements for 2009 prepared in accordance with International Financial Reporting Standards (IFRS). The Annual Report does not include the above financial statements in full. A full copy of the Company’s Consolidated financial statements is posted on the JSC “OGK-6” website (www.ogk6.ru) in the Shareholders and Investors Information Section.

149
152
11

Appendices



Appendix 1

Information on Observance of the Code of Corporate Conduct by JSC “OGK-6”


Code of Corporate Conduct Provision Observed or Not Observed Notes
1 2 3 4
General Meeting of Shareholders
1 Shareholders shall be notified of the holding of a General Shareholders’ Meeting no less than 30 days prior to the date of its holding regardless of the issues on the agenda, unless the law provides for a longer period. Not Observed In accordance with Clause 17.12. of the Charter: “The notification of the holding of a General Shareholders’ Meeting shall be sent (or delivered) to each person specified in the list of persons having the right to participate in the General Shareholders’ Meeting, shall be published by the Company in Izvestiya newspaper, and shall be posted on the Company’s website no later than 30 (Thirty) days prior to the date of the Meeting.”
2 Shareholders shall have access to the list of persons who have the right to participate in the General Shareholders’ Meeting, starting from the day of the notification of the holding of a General Shareholders’ Meeting until the close of the Shareholders’ Meeting in praesentia, or, in the event of a General Shareholders’ Meeting in absentia, until the cut-off date for acceptance of voting ballots. Observed In accordance with Clause 4, Article 51 of the Federal Act On Joint-Stock Companies, the list of persons who have the right to participate in the General Shareholders’ Meeting shall be presented by the Company for examination at the request of the persons included on the list and holding no less than 1% of the votes.
3 Shareholders shall have access to information (materials) subject to provision in preparation for a General Shareholders’ Meeting by means of electronic communications, including via the Internet. Observed In accordance with Clause 17.16. of the Charter: “... Information (materials) shall be posted on the Company’s website no later than 10 (Ten) days prior to the date of the General Shareholders’ Meeting…”
4 Shareholders shall be entitled to introduce an issue to the agenda of a General Shareholders’ Meeting or to call a General Shareholders’ Meeting without provision of an extract from the shareholder registry, if the record of the shareholder’s rights is made in the shareholder registry management system, or, in the event that the shareholder’s rights are recorded on a DEPO account, the DEPO account statement shall be sufficient to exercise the above-mentioned rights. Observed In accepting proposals for the agenda of the General Shareholders’ Meeting, including those which nominate candidates for members of the Board of Directors, the Company shall independently request confirmation in the shareholder registry.
In accordance with Article 3, Clause 3.6. of the Regulations on the General Shareholders’ Meeting: “if a proposal for the agenda of the annual Company General Shareholders’ Meeting, a proposal nominating candidates for Company bodies that are elected by the General Shareholders’ Meeting or a request that an Extraordinary General Meeting be held is signed by a shareholder (or his/her representative), whose rights are recorded on a DEPO account, a DEPO account statement produced by the Depository which records rights to those shares shall be attached.”
5 A requirement for obligatory presence of the General Director, members of the Management Board, members of the Board of Directors, members of the Audit Commission, and the Joint-Stock Company Auditor at the General Shareholders’ Meeting shall be specified in the Charter or internal documents of the Joint-Stock Company. Not Observed According to the second paragraph of Clause 5.2.2 of the Code of Corporate Governance: “The Company whenever possible shall ensure the presence at the General Shareholders’ Meeting of members of the Board of Directors, executive bodies, the Audit Commission and the Company’s Auditor, and shall authorize them to answer shareholders’ questions.”
1 2 3 4
6 Candidates shall be present at the General Shareholders’ Meeting in case of consideration of issues regarding election of members of the Board of Directors, the General Director, members of the Management Board, and members of the Audit Commission, as well as the issue of appointing the Joint-Stock Company’s Auditor. Not Observed The Company’s Charter and internal documents contain no provisions stipulating their obligatory presence at the General Shareholders’ Meeting.
7 Procedure for registering participants in the General Shareholder’s Meeting shall be specified in the Joint-Stock Company’s internal documents. Observed In accordance with Article 9, Clause 9.1. of the Regulations on the General Shareholders’ Meeting “Registration for participation in the Company’s General Shareholders’ Meeting shall be conducted for the individuals (or their representatives) included on the list of persons having the right to participate in the General Shareholders’ Meeting with the exception of those persons (or their representatives) whose ballots were received no later than two days before the date of the meeting.”
Board of directors
8 The authority of the Board of Directors for annual approval of the financial and economic plan of the Joint-Stock Company shall be mentioned in the Joint-Stock Company’s Charter. Observed In accordance with Article 20, Clause 20.1 Subclause 59 of the Charter, issues within the competence of the Board of Directors shall include “the approval of the business plan (adjusted business plan) and report on the results of the execution thereof, as well as approval (adjustments) of cash flow benchmarks (budget) for subsidiaries and affiliates and/or approval (adjustments) of cash flow (budget) for subsidiaries and affiliates”.
9 Procedure for risk management in the Joint-Stock company shall be approved by the Board of Directors. Observed The Company has the Regulations on Non-financial Risk Management approved by the Board of Directors on April 19, 2006 (Minutes No. 17 dd. April 20, 2006) the Regulations on Credit Policy, approved by the Board of Directors on April 25, 2008 (Minutes No. 38 dd. April 28, 2008) and the Regulations on Risk Monitoring and Management Procedure within implementation of JSC “OGK-6” investment projects approved by the Board of Directors on December 4, 2007 (Minutes No. 55 dd. December 4, 2007).
10 The right of the Board of Directors to suspend the authority of the General Director appointed by the General Shareholders’ Meeting shall be mentioned in the Joint-Stock Company’s Charter. Not Applicable In accordance with Article 20, Clause 20.1 Subclause 24 of the Charter, “appointment (election) of the Company’s General Director and early termination of his or her authority,” shall be within the competence of the Board of Directors (and not the General Shareholders’ Meeting).
11 The right of the Board of Directors to establish requirements for the qualifications and amount of bonuses of the General Director, members of the Management Board, and managers of main structural subdivisions of the Joint-Stock Company shall be mentioned in the Joint-Stock Company’s Charter. Not Observed In accordance with Article 25, Clause 25.6 of the Charter: “Company Executive Bodies shall be accountable to the Board of Directors and the Company General Shareholders’ Meeting. The rights and obligations of the Company’s General Director and members of the Company’s Management Board shall be defined by the Federal Act On Joint-Stock Companies, by other legal acts of the Russian Federation, by the Charter and the labour contract concluded by each of them with the Company.
12 The right of the Board of Directors to approve the terms and conditions of contracts with the General Director and members of the Management Board shall be mentioned in the Joint-Stock Company’s Charter. Not Observed No right of the Board of Directors to approve the terms and conditions of contracts with the General Director and members of the Management Board is mentioned in the Company’s Charter.
13 A requirement shall be mentioned in the Charter or internal documents of the Joint-Stock Company that when approving terms and conditions of contracts with the General Director (managing company/manager) and members of the Management Board, the votes of members of the Board of Directors who are the General Director or members of the Board shall not be considered when counting the votes. Not Observed No such requirements are made in the Charter or internal documents of the Company.
14 No less than three independent directors meeting the requirements of the Code of Corporate Conduct shall be members of the Joint-Stock Company’s Board of Directors. Observed The independent directors are:
  • Anatoly Anatolyevich Gavrilenko
  • Alexander Vladimirovich Ilyenko
  • Evgeniya Viloryevna Fisher
  • Mikhail Leonidovich Khodursky
  • Damir Akhatovich Shavaleyev
  • Pavel Olegovich Shatsky
  • Sergey Viktorovich Yatsenko
153
154
1 2 3 4
15 Persons who were found guilty of economic crimes or crimes against the state, interests of state service, or service in local government bodies, or to whom administrative penalties were applied for violations in the field of business, finance, taxes and duties, and the securities market shall not be members of the Joint-Stock Company’s Board of Directors. Observed
16 Persons who are participants, the General Director (manager), members of a management body, or employees of a legal entity in competition with the Joint-Stock Company shall not be members of the Joint-Stock Company’s Board of Directors. Not Observed As of December 31, 2009:
D.V. Fedorov is the Chairman of the Board of Directors of JSC “OGK-2” and a member of the Board of Directors of JSC “TGK-1” and JSC “Mosenergo.”
A.A. Mityushov and A.A. Gavrilenko are members of the Board of Directors of JSC “OGK-2,” JSC “TGK-1” and JSC “Mosenergo.”
B.F. Weinsicher is a member of the Board of Directors of JSC “OGK-2” and the General Director of JSC “TGK-1”.
M.L. Khodursky is a member of the Board of Directors of JSC “OGK-2” and JSC “TGK-1”.
17 A requirement for election of the Board of Directors by a cumulative vote shall be mentioned in the Joint-Stock Company’s Charter. Observed In accordance with Article 15, Clause 15.1., Subclause 4 of the Charter: “Electing members of the Company’s Board of Directors and early termination of their authority. A resolution on electing members of the Board of Directors shall be passed through cumulative voting.”
Also in accordance with Article 18, Clause 19.1. of the Charter: “Resolutions at the General Shareholders’ Meeting shall be conducted on the principle of “one Company voting share, one vote,” with the exception of cumulative voting on the issue of electing members of the Company’s Board of Directors. During cumulative voting, the number of votes for each shareholder shall be multiplied by the number of individuals which shall be elected to the Company’s Board of Directors, and shareholders shall be entitled to use all the votes they became entitled to in this way for one candidate or share them between two or more candidates. The candidates elected into the Company’s Board of Directors shall be the candidates with the largest number of votes.”
18 The obligation of the members of the Board of Directors not to take actions that will or may lead to a conflict between their interests and the interests of the Joint-Stock Company, and, in the event of such a conflict, to disclose information concerning this conflict to the Board of Directors shall be mentioned in the Joint-Stock Company’s internal documents. Observed In accordance with Clause 4.1.6 of the Code of Corporate Governance of the Company approved by the Resolution of the Board of Directors dd. December 21, 2006 (Minutes No.29 dd. December 25, 2006), members of the Board of Directors shall not take actions which may lead to a conflict between their interests and the interests of the Joint-Stock Company. In the event of such a conflict, a member of the Board of Directors shall inform other members of the Board on this and shall not vote on the relevant issues.
19 The obligation of the members of the Board of Directors to notify the Board of Directors in writing of an intention to execute trades with securities of the Joint-Stock Company of which they are members of the Board of Directors, or of its subsidiary (affiliated) companies, as well as to disclose information regarding trades with such securities executed by them shall be mentioned in the Joint-Stock Company’s internal documents. Observed In accordance with Clause 4.1 of the Regulations on the Company’s Insider Information, members of the Company’s Board of Directors shall disclose information on holding the Company’s securities to the Audit Committee under the Company’s Board of Directors.
In accordance with Clause 4.2 of the Regulations on the Company’s Insider Information, “no later than on the third day of the month following the reporting month, insiders shall provide the Subdivision responsible for control of the use of insider information with a written declaration of trades executed with securities of the Company and/or its subsidiaries and affiliates in the reporting month.”
20 A requirement for holding a Meeting of the Board of Directors no less than once every six weeks shall be mentioned in the Joint-Stock Company’s internal documents. Not Observed In accordance with Article 8, Clause 8.2 of the Regulations on the Company’s Board of directors: “Meetings of the Board of Directors shall be conducted when necessary but no less frequently that once per quarter in accordance with the Plan of Operations approved by the Board of Directors.”
1 2 3 4
21 Meetings of the Joint-Stock Company’s Board of Directors throughout the year for which the Annual Report of the Joint-Stock Company is compiled, shall be held no less than once every six weeks. Observed Between January 1, 2009 and December 31, 2009, 20 meetings of the Company’s Board of Directors were held. Meetings were held no less than once every six weeks.
22 A procedure for holding meetings of the Board of Directors shall be mentioned in the Joint-Stock Company’s internal documents. Observed The procedure for holding meetings of the Company’s Board of Directors is specified by Article 22 of the Charter, as well as by Article 8 of the Regulations on the Board of directors.
23 A provision shall be specified in the Joint-Stock Company’s internal documents concerning the necessity the Board of Directors’ approval of transactions of the Joint-Stock Company involving a sum of 10 percent or more of the value of the Company’s assets, with the exception of transactions concluded in the process of regular economic activity. Observed In accordance with Article 20, Clause 20.1 Subclauses 49 and 50 of the Charter, “the preliminary approval of resolutions regarding conclusion of transactions (including several interrelated transactions), the subject of which is property, work and/or services with a value of more than 10 percent of the book value of the Company’s assets, as of the date recorded in the financial statement for the latest reporting date (if by resolution the Board of Directors has not established another percentage or cost for the transaction) with the exception of transactions concluded in the process of regular economic activity, transactions connected with placing ordinary Company shares by means of subscription (by sale) and transactions connected with placing equity securities convertible into ordinary Company shares with the exception of transactions, the approval of which is stipulated by Subclauses 50, 51, 53—55 of Clause 20.1 Article 20 hereof” shall be within the competence of the Board of Directors, as well as “the preliminary approval of transactions, the subjects of which are non-current Company’s assets in the amount greater than 10 percent of the book value of non-current Company’s assets as of the date of the resolution to conclude such a transaction.”
24 The right of members of the Board of Directors to obtain information necessary for performing their functions from executive bodies and managers of main structural subdivisions of the Joint-Stock Company, as well as of liability for failure to provide such information shall be specified in the Joint-Stock Company’s internal documents. Observed In accordance with Clause 4.8. of the Regulations on the Board of directors: “The Secretary of the Company’s Board of Directors (Corporate Secretary) as well as other Company officials or employees shall provide members of the Board of Directors with access to requested documents and information indicated in Clause 4.2.1 (regulatory, accounting, reporting, financial and other Company documents and materials (including complete audit reports, Minutes for Meetings of the Board of Directors, Committees of the Board of Directors and the Company’s Management Board, as well as other documents as stipulated by Article 89 of the Federal Act On Joint-Stock Companies, necessary for resolving issues which are within the competence of the Board of Directors in accordance with the Regulations as well as provide copies of the necessary documents and materials upon request within 5 calendar days from the date that the request was received.”
25 A Committee of the Board of Directors for Strategy and Business Planning shall be created or the functions of such a committee shall be delegated to a different committee (other than the Audit Committee and the Personnel and Remuneration Committee). Observed On February 14, 2007 the Board of Directors resolved to create the Committee of the Board of Directors for Strategy and Business Planning (Minutes No. 31 dd. February 15, 2007). The following members of the Committee of the Board of Directors for Strategy and Business Planning were appointed by resolution of the Board of Directors (Minutes No. 24 dd. July 23, 2009)
  • Pavel Olegovich Shatsky — Chair of the Committee;
  • Sergey Petrovich Anisimov;
  • Alexey Leonidovich Borov;
  • Yana Nikolaevna Ganzer;
  • Alexander Gennadyevich Diykov;
  • Ivan Evgenyevich Dotsenko;
  • Mikhail Igoryevich Kovalev;
  • Irina yuryevna Korobkina;
  • Yury Alexandrovich Lukanin;
  • Alexander Vladimirovich Rogov;
  • Maria Gennadyevna Tikhonova.
155
156
1 2 3 4
26 A Committee of the Board of Directors (the Audit Committee) that recommends the Joint-Stock Company’s Auditor to the Board of Directors and cooperates with the latter and the Joint-Stock Company’s Audit Commission shall be created. Observed On February 14, 2007 (Minutes No. 31 dd. February 15, 2007), the Board of Directors resolved to create an Audit Committee of the Board of Directors. The following members of the Audit Committee of the Board of Directors were appointed by a resolution of the Board of Directors (Minutes No. 24 dd. July 23, 2009)
  • Mikhail Leonidovich Khodursky — Chair of the Committee;
  • Alexander Vladimirovich Ilyenko;
  • Sergey Viktorovich Yatsenko
27 Only independent and non-executive directors shall be members of the Audit Committee. Observed All members of the Audit Committee of the Board of Directors are independent Directors.
28 The Audit Committee shall be managed by an independent Director. Observed The Chair of the Audit Committee of the Board of Directors is an independent Director.
29 All members of the Audit Committee shall have access to any documents and information of the Joint-Stock Company on condition of non-disclosure by them of confidential information specified in the Joint-Stock Company’s internal documents. Observed Regulations on the Audit Committee of the Board of directors were approved on february 14, 2007 (Minutes No.31 dd. february 15, 2007) In accordance with Subclause 2, Clause 4.1 of the Regulations, the Committee shall be entitled “to request and receive information and documents necessary for conducting its activity from the General Director and officials of the Company in accordance with the list approved by resolution of the Committee…”
In accordance with Clause 4, Subclause 5.1. of the Regulations on the Audit Committee of the Board of Directors, the Committee shall observe confidentiality requirements.
30 A Committee of the Board of Directors (the Personnel and Remuneration Committee) the function of which is to determine criteria for the selection of candidates for members of the Board of Directors and development of the Joint-Stock Company’s policy in the area of remuneration shall be created. Not Observed No Personnel and Remuneration Committee of the Board of Directors exists at the Company.
31 The Personnel and Remuneration Committee shall be managed by an independent Director. Not Observed No Personnel and Remuneration Committee of the Board of Directors exists at the Company.
32 None of the Joint-Stock Company’s officials shall be members of the Personnel and Remuneration Committee. Not Observed No Personnel and Remuneration Committee of the Board of Directors exists at the Company.
33 A Risk Committee of the Board of Directors shall be created or the functions of such a committee shall be delegated to a different committee (other than the Audit Committee and the Personnel and Remuneration Committee). Not Observed No Risk Committee of the Board of Directors exists at the Company.
34 A Corporate Conflict Settlement Committee of the Board of Directors shall be created or the functions of such a committee shall be delegated to a different committee (other than the Audit Committee and the Personnel and Remuneration Committee). Not Observed No Corporate Conflict Settlement Committee exists at the Company.
35 No Joint-Stock Company’s officials shall be members of the Corporate Conflict Settlement Committee. Not Observed No Corporate Conflict Settlement Committee exists at the Company.
36 The Corporate Conflict Settlement Committee shall be managed by an independent Director. Not Observed No Corporate Conflict Settlement Committee exists at the Company.
37 The Joint-Stock Company’s internal documents stipulating the procedure for the formation and operation of Committees of the Board of Directors shall be approved by the Board of Directors. Observed On December 21, 2005 (Minutes No. 12) the Board of Directors resolved to approve the Regulations on the Reliability Committee.
On February 14, 2007 (Minutes No. 31 dd. February 15, 2007) the Board of Directors resolved to approve:
  • the Regulations on the Audit Committee
  • the Regulations on the Strategy and Business Planning Committee
1 2 3 4
38 A procedure for establishing a quorum of the Board of Directors ensuring obligatory participation of independent directors in meetings of the Board of Directors shall be specified in the Joint-Stock Company’s Charter. Not Observed  
Executive Bodies
39 A collective executive body (the Management Board) of the Joint-Stock Company shall be established. Observed The JSC “OGK-6” Management Board was formed in accordance with the Company’s Charter. In accordance with resolution of the Board of Directors dd. October 7, 2005 the Management Board has 8 members.
40 A provision concerning mandatory approval by the Management Board of transactions involving real estate and obtaining credits by the Joint-Stock Company, if such transactions are not major transactions and their conclusion does not pertain to the regular economic activities of the Joint-Stock Company shall be specified in the Charter or internal documents of the Joint-Stock Company. Partially Observed In accordance with Article 27, Clause 9 of the Charter, the Management Board shall “approve transactions involving real estate if the value of the transaction defined in accordance with the report of an independent appraiser is more than 30 million rubles and the conclusion of such transactions does not pertain to the regular economic activities of the Company, or preliminarily consider such transactions if the issue of their conclusion is within the competence of the General Shareholders’ Meeting or the Company’s Board of Directors”.
41 A procedure for agreement of operations that are not included in the financial and economic plan of the Joint-Stock Company shall be specified in the Joint-Stock Company’s internal documents. Not Observed  
42 Persons who are participants, the General Director (manager), members of a management body, or employees of a legal entity in competition with the Joint-Stock Company shall not be members of the Joint-Stock Company’s executive bodies. Not Observed A.A. Mityushov is a member of the Board of Directors of JSC “OGK-2,” JSC “TGK-1” and JSC “Mosenergo”.
43 Persons who were found guilty of economic crimes or crimes against the state, interests of state service, and service in local government bodies or to whom administrative penalties were applied for violations in the field of business, finance, taxes and duties, and the securities market shall not be members of the Joint-Stock Company’s executive bodies. If functions of the sole executive body are performed by a managing company or a manager, the General Director and members of the Board of the management organization or the manager shall meet the requirements to the General Director and members of the Board of the Joint-Stock Company. Observed  
44 A prohibition on the management organization (manager) from performing similar functions in a competing company, as well as from having any other property relations with the Joint-Stock Company, other than rendering services of a management organization (manager) shall be present in the Joint-Stock Company’s Charter or internal documents. Not Observed  
157
158
1 2 3 4
45 The obligation of executive bodies not to take actions that will or may lead to a conflict between their interests and the interests of the Joint-Stock Company, and, in the event of such a conflict, to inform the Board of Directors of the same, shall be mentioned in the Joint-Stock Company’s internal documents. Observed In accordance with Clause 4.2.7 of the Code of Corporate Governance of the Company approved by the Resolution of the Board of Directors dd. December 21, 2006 (Minutes No. 29 dd. December 25, 2006) the General Director and members of the Management Board shall not take actions which may lead to conflicts between their interests and the interests of the Joint-Stock Company. In the event of such a conflict the General Director and members of the Management Board shall inform the Board of Directors of the same and shall not discuss these issues or vote on them.
46 Criteria for selecting a management organization (manager) shall be present in the Joint-Stock Company’s Charter or internal documents. Not Observed  
47 The Joint-Stock Company’s executive bodies shall submit monthly reports on their work to the Board of Directors. Partially Observed The General Director’s reports on the Company’s activities are submitted to the Board of Directors on a quarterly basis.
48 Contracts concluded by the Joint-Stock Company with the General Director/managing organization/manager and members of the Management Board shall include liability for violation of provisions concerning the use of confidential and classified information. Observed In accordance with Clause 4.11. of the Regulations on the Management Board, “members of the Management Board shall be liable to the Company for losses incurred through their delinquent actions (failure to act), if no other grounds and amount of liability is established by federal law…”
In accordance with Clause 5.1. of the Regulations on Insider Information, “for illegal dissemination and/or use of insider information, the Company's insiders may be subjected to disciplinary and/or civil liability in accordance with the terms of contracts with the Company and applicable law, and to administrative and criminal liability in accordance with applicable law.”
The Company’s Secretary
49 The Joint-Stock Company shall have a specific official (the Company’s Secretary) whose task is to ensure the observation by the Joint-Stock Company’s bodies and officials of procedural requirements that ensure that the rights and legal interests of the Joint-Stock Company’s shareholders are exercised. Observed The Company has a Corporate Secretary.
50 A procedure for appointment (election) of the Company’s Secretary and obligations of the Company’s Secretary shall be specified in the Joint-Stock Company’s Charter or internal documents. Observed The Company’s internal documents (Article 6 of the Regulations on the Management Board, Article 7 of the Regulations on the Board of Directors, Article 8 of the Regulations on the General Shareholders’ Meeting) contain the procedure for appointment and obligations of the secretaries of the respective executive bodies.
In accordance with the staffing schedule, the office of Corporate Secretary exists within the Company.
51 The Joint-Stock Company’s Charter shall include requirements for candidates for the Company’s Secretary. Not Observed Such requirements are not specified by the Charter.
Significant Corporate Actions
52 The Joint-Stock Company’s Charter or internal documents shall contain a requirement for approval of major transactions prior to conclusion thereof. Not Observed The Charter and internal documents of the Company contain no requirement for approval of major transactions prior to conclusion thereof.
53 An independent appraiser shall be employed to appraise the market value of property constituting the subject of a major transaction. Not Observed  
1 2 3 4
54 The Joint-Stock Company’s Charter shall prohibit, upon purchasing major share blocks of the Joint-Stock Company (acquisition), any actions aimed at protecting the interests of executive bodies (members of such bodies) and members of the Joint-Stock Company’s Board of Directors, as well as actions that would worsen the situation of shareholders in comparison with the existing situation (in particular, resolutions by the Board of Directors before the end of the proposed term for purchase of shares to issue additional shares, securities converted to shares, or options to purchase company shares shall be prohibited, even if the right to pass such resolutions is provided to the same by the Charter). Not Observed  
55 The Joint-Stock Company’s Charter shall provide for the obligatory employment of an independent appraiser to appraise the current market value of shares and possible changes to their market value due to acquisition. Not Observed Company shares have been traded on the leading stock exchanges in Russia since August 2006: JSC RTS and MICEX Stock Exchange, where their current market value is determined.
56 The Joint-Stock Company’s Charter shall not exempt the purchaser from the liability to offer shareholders the option to sell ordinary company shares (equity securities converted to ordinary shares) which they own upon acquisition. Observed  
57 The Joint-Stock Company’s Charter or internal documents shall provide for obligatory employment of an independent appraiser to determine the share conversion ratio upon reorganization. Not Observed This requirement is not specified in the Charter or internal documents of the Company. However, in practice, an independent appraiser has been employed to determine conversion ratios.
Information disclosure
58 An internal document specifying Joint-Stock Company’s rules and approaches to information disclosure (Regulations On Information Policy) shall be approved by the Board of Directors. Observed The Regulations on Information Policy of JSC Sixth Wholesale Power Market Generating Company (approved by the Resolution of the Company’s Board of Directors dd. December 21, 2006, Minutes No. 29).
59 The Joint-Stock Company’s internal documents shall provide for disclosure of information on the purposes of share placement, on persons intending to purchase placed shares, including major share blocks, as well as whether or not senior managers of the Joint-Stock Company will participate in purchasing the Company’s placed stock. Not Observed  
60 The Joint-Stock Company’s internal documents shall contain a list of information, documents, and materials that must be provided to shareholders to solve the issues presented to the General Shareholders’ Meeting. Not Observed The complete list of information, documents, and materials provided to shareholders to solve the issues presented to the General Shareholders’ Meeting is not specified in any of the Company’s internal documents.
In accordance with Article 4, Clause 4.1. of the Regulations on the General Shareholders’ Meeting, in preparation for holding the General Shareholders’ Meeting, the Board of Directors shall compile “a list of information (materials) that must be provided to shareholders in preparation for holding the General Shareholders’ Meeting and the procedure for its provision.”
61 The Joint-Stock Company shall have a website and regularly disclose information concerning the Joint-Stock Company thereon. Observed The corporate website www.ogk6.ru is in operation.
In accordance with Clause 6.4 of the Regulations on the Information Policy the Company shall publish information on its activities on the corporate website.
159
160
1 2 3 4
62 The Joint-Stock Company’s internal documents shall provide for disclosure of information concerning transactions of the Joint-Stock Company with persons who are senior managers of the Joint-Stock Company in accordance with the Charter, as well as concerning the Joint-Stock Company’s transactions with organizations in which the Joint-Stock Company’s senior managers directly or indirectly own 20 percent or more of the share capital of the Joint-Stock Company or which such persons may otherwise influence significantly. Observed In accordance with the Regulations on the Information Policy, the Company shall disclose information on the corporate website concerning ownership by higher officials and their affiliates of shares in the Company and its subsidiaries and affiliates, with specification of the number and category/type of shares (Clause 5.2.8.2); information on transactions between said persons and the Company (Clause 5.2.8.3).
63 The Joint-Stock Company’s internal documents shall provide for disclosure of information concerning all transactions that may have an influence on the market value of the Joint-Stock Company’s shares. Observed Clause 5.1 of the Regulations on Information Policy (disclosure of information in the Securities Prospectus, quarterly report, and in the form of statements of material facts).
64 An internal document on the use of important information on the Joint-Stock Company’s activities, the Company’s shares and other securities, and transactions with the same, which is not publicly available and the disclosure of which could have a significant influence on the market value of the Joint-Stock Company’s shares and other securities shall be approved by the Board of Directors. Observed The Regulations on Insider Information of JSC Sixth Wholesale Power Market Generating Company (approved by the Resolution of the Company’s Board of Directors dd. May 25, 2007, Minutes No. 40).
Control of financial and Economic Activity
65 Internal control procedures for the financial and economic activities of the Joint-Stock Company shall be approved by the Board of Directors. Observed The internal control procedures were defined by the Regulations on the Internal Control System approved by the Company’s Board of Directors on October 8, 2009 (Minutes No. 28 dd. October 12, 2009).
66 A special subdivision of the Joint-Stock Company shall be responsible for observance of internal control procedures (Control and Auditing Service). Observed Observance of the Company’s internal control procedures is monitored by the Internal Audit Board in accordance with the Regulations on the Internal Audit Board, approved by the General Director of JSC “OGK-6” on September 15, 2009. The Internal Audit Board was created in accordance with the Organizational Structure of the JSC “OGK-6” executive bodies, approved by Resolution of the Company’s Board of Directors (Minutes No. 16 dd. March 30, 2009) and effective since July 1, 2009.
67 The Joint-Stock Company’s internal documents shall specify that the structure and members of the Joint-Stock Company’s Control and Auditing Service are to be determined by the Board of Directors. Not Observed  
68 Persons who were found guilty of economic crimes or crimes against the state, interests of state service, or service in local government bodies, or to whom administrative penalties were applied for violations in the field of business, finance, taxes and duties, and the securities market shall not be members of the Control and Auditing Service. Observed  
69 Persons who are members of executive bodies of the Joint-Stock Company, or participants, the General Director (Manager), members of a management body, or employees of a legal entity in competition with the Joint-Stock Company shall not be members of the Joint-Stock Company’s Control and Auditing Service. Observed  
1 2 3 4
70 The Joint-Stock Company’s internal documents shall specify the date for submission of documents and materials for appraisal of financial and economic operations conducted to the Control and Auditing Service, as well as the liability of the Joint-Stock Company’s officials and workers for their failure to submit the said documents and materials by the specified date. Not Observed  
71 The Joint-Stock Company’s internal documents shall specify the obligation of the Control and Auditing Service to notify the Audit Committee or, in its absence, the Joint-Stock Company’s Board of Directors of discovered violations. Observed In accordance with Clause 5.3 of the Regulations on Internal Control Procedures: the Internal Audit Board shall inform the Audit Committee of the Board of Directors about violations and deficiencies of financial and economic activity that are discovered during internal audits.
72 The Joint-Stock Company’s Charter shall provide for preliminary appraisal of the feasibility of operations not included in the financial and economic plan of the Joint-Stock Company (non-standard operations) by the Control and Auditing Service. Not Observed  
73 The Joint-Stock Company’s internal documents shall specify a procedure of agreement of non-standard operations with the Board of Directors. Observed In accordance with Article 20, Clause 20.1 of the Charter, approval of the following non-standard transactions is within the competence of the Board of Directors:
  • Property evaluation, determining the price of placement and redemption of equity securities in cases stipulated by the law of the Russian Federation as well as when resolving issues indicated in Subclauses 43—45, 49—51 of Clause 20.1., Article 20 of the Charter;
  • Placing of bonds and other equity securities by the Company with the exception of cases established by the Federal Act On Joint-Stock Companies and this Charter;
  • Approving resolutions on the issue of securities, Securities Prospectus, a report on securities issue totals, reports on the results of acquiring shares by Company shareholders, reports on the results of share redemption, reports on the results of claims made by shareholders on redemption of their shares and reports on the results of redemption of Company shareholders’ shares.
  • Acquiring shares, bonds and other securities placed by the Company in cases stipulated by the Federal Act On Joint-Stock Companies, with the exception of a case stipulated in Clause 1, Article 72 of the Federal Act On Joint-Stock Companies.
  • Passing resolutions on the disposal (sale) of Company shares transferred to the ownership of the Company as a result of their acquisition or redemption by Company shareholders as well as in other cases stipulated by the Federal Act On Joint-Stock Companies;
  • Passing resolutions on the Company’s participation in other organizations (on joining an existing organization or incorporating a new organization including agreement of constituent documents), as well as (taking into account regulations of Subclause 45, Clause 20.1, Article 20 hereof) on acquisition, disposal, transfer to asset management, transfer by pledge or other encumbrances of shares and shares in charter capital of organizations which the Company is participating in, changing the share of participation in the charter capital of such an organization and terminating the Company’s participation in other organizations);
161
162
1 2 3 4
     
  • Passing resolutions on conclusion by the Company of one or several interrelated transactions through disposal, transfer to asset management, transfer by pledge or other encumbrances of shares and shares of other organizations’ charter capital, the purpose of which is not generation, supply, dispatch, distribution and sale of electric power and heat, repair and service activity, in case if the market value of the shares or share that are the subject of a transaction defined in accordance with the report of an independent appraiser is more than 30 million rubles as well as in other cases (amounts) specified by individual resolutions of the Company’s Board of Directors;
  • Passing resolutions on the Company paying contributions to the property of other organizations in accordance with approved Company procedure for conclusion of transactions;
  • Passing resolutions which approve related party transactions, in cases and in accordance with the procedure as stipulated by the law of the Russian Federation;
  • Passing resolutions which approve major transactions in cases and in accordance with the procedure as stipulated by the law of the Russian Federation;
  • Passing resolutions which approve transactions (prior to their conclusion), including several interrelated transactions, the subject of which is property, work and/or services with a value of more than 10 percent of the book value of the Company’s assets, as of the date recorded in the financial statement for the latest reporting date (unless another percentage or transaction value has been established by resolution of the Board of Directors) with the exception of transactions concluded during regular economic activity, transactions connected with placing ordinary Company shares by subscription (by sale) and transactions connected with placing equity securities convertible into ordinary Company shares with the exception of transactions which shall be approved in accordance with Subclauses 50, 51, 53—55 of Clause 20.1, Article 20 hereof;
  • Passing resolutions which approve transactions (prior to their conclusion), the subjects of which are non-current Company’s assets in the amount greater than 10 percent of the book value of non-current Company’s assets as of the date of the resolution to conclude such a transaction;
  • Passing resolutions which approve transactions (prior to their conclusion), including several interrelated transactions which involve Company property constituting fixed assets, intangible assets and properties under construction, the purpose of which is generation, supply and/or distribution of electric power and/or heat, operational and technical (dispatch) services in the electric power industry in cases specified by individual resolutions of the Company’s Board of Directors (for example by specifying the amount and/or list and approval of the corresponding register of such property), as well as approval of any aforementioned transactions, if such cases (amounts, list) are not specified;
  • Passing resolutions regarding conclusion of collective labor contracts, agreements concluded by the Company in the context of regulating social and work relations. Such resolutions shall be passed by the Board of Directors before the conclusion of these transactions;
  • Passing resolutions which approve transactions (prior to their conclusion), including several interrelated transactions, the subject of which is extension or deferment in fulfilling civil liabilities of the Company which are overdue for more than 3 months; or signing an agreement on compensation or revival of such liabilities, cession of rights (claims) or transfer of debt under such liabilities. The aforementioned transactions shall be subject to approval in cases if the volume of liabilities (debts) is more than 10 percent of the book value of the Company’s assets as of the date recorded in the financial statement for the latest reporting date (unless another percentage or transaction value has been established by resolution of the Board of Directors);
1 2 3 4
     
  • Passing resolutions on approval of the following transactions (before their completion) in cases (amounts) specified by individual resolutions of the Company’s Board of Directors:
    • a) transactions related to uncompensated transfer of the Company’s property rights (claims) to itself or a third party;
    • b) transactions related to exemption from property liability to itself or a third party;
    • c) transactions related to uncompensated provision of services (performance of works) by the Company to third parties.
74 An internal document specifying the procedure for conducting an audit of the Joint-Stock Company’s financial and economic activities by the Audit Commission shall be approved by the Board of Directors. Observed The Regulations on the Audit Commission approved by the Board of Directors are in effect at the Company.
75 The Audit Committee shall appraise the audit report prior to submission thereof to Shareholders at the General Shareholders’ Meeting. Observed In accordance with Clause 3.1 of the Regulations on the Audit Committee of the Board of directors approved by the Resolution of the Board of Directors dd. February 14, 2007 (Minutes No. 31 dd. February 14, 2007), evaluation of the Audit Report shall be within the competence of the Audit Committee of the Board of Directors.
Evaluation of the Audit Report prepared by the Audit Committee (Minutes No. 2 dd. April 14, 2008) has been presented to the Annual General Meeting of Shareholders on June 11, 2008.
Dividends
76 An internal document to which the Board of Directors conforms in making recommendations on the amount of dividends (Regulations On Dividend Policy) shall be approved by the Board of Directors. Not Observed There are no Regulations on Dividend Policy.
77 A procedure for determining the minimum share of net profit of the Joint-Stock Company to be allocated for payment of dividends and the conditions under which dividends are not paid or not completely paid on preferred shares, the amount of dividends for which is specified in the Joint-Stock Company’s Charter, shall be provided for in the Regulations on Dividend Policy. Not Observed  
78 Information on the Joint-Stock Company’s dividend policy and amendments thereto shall be published in a periodical provided for by the Joint-Stock Company’s Charter for publishing notices of General Shareholders’ Meetings and on the Joint-Stock Company’s website. Partially Observed In accordance with the Regulations on Information Policy, information on the Company’s dividend policy and amendments thereto is disclosed in the Securities Prospectus (Clause 5.1), on the company website and in the Annual Report.
163
164

Appendix 2

Information on Major Transactions and Related Party Transactions Concluded by JSC “OGK-6” in 2009


1. Major Transactions

No major transactions were concluded in 2009.


2. Related party transactions

Transaction Names of the Parties Related Parties Value Meeting Minutes in which the Transaction was approved
Transactions approved by the Board of directors
1. Agreement on recording idle cash on a settlement account balance JSC “OGK-6” (Customer);
CJSC Gazenergoprombank (Bank)
Members of the Board of Directors of JSC “OGK-6:” D.V. Fedorov, M.L. Khodursky 922,368 rubles 75 kopecks No. 10 dd. October 23, 2008
2. Voluntary Health Insurance Agreement JSC “OGK-6” (Policy holder);
JSC “SOGAS” (Underwriter)
General Director
All members of the Management Board
6,873,130 rubles 00 kopecks No. 13 dd. January 12, 2009
3. Agreement on accrued interest (income) on an account balance JSC “OGK-6” (Customer);
“Gasprombank” (Open Joint-Stock Company) (Bank)
JSC “Centrenergyholding”
Member of the Board of Directors A.A. Gavrilenko
46,482,690 rubles 00 kopecks No. 14 dd. February 20, 2009
4. Bilateral Stock Exchange Purchase and Sale Agreements for Electricity and Capacity JSC “OGK-6” (Seller);
JSC “TGK-1” (Buyer)
Members of the Board of Directors of JSC “OGK-6:” A.A. Mityushov, D.V. Fedorov, M.L. Khodursky JSC “Centrenergyholding” 2,222,256 rubles 24 kopecks, including 18% VAT to the amount of 338,988 rubles 24 kopecks No. 15 dd. March 4, 2009
5. Bilateral Stock Exchange Purchase and Sale Agreements for Electricity and Capacity JSC “OGK-6” (Buyer);
JSC “TGK-1” (Seller)
Members of the Board of Directors of JSC “OGK-6:” A.A. Mityushov, D.V. Fedorov, M.L. Khodursky JSC “Centrenergyholding” 16,328,840 rubles, including 18% VAT to the amount of 2,490,840 rubles No. 16 dd. March 30, 2009
6. Commercial Property Sublease Agreement JSC “OGK-6” (Lessor);
LLC “GAZOENERGETICHESKAYA KOMPANIYA” (Sublessee)
JSC “Centrenergyholding”
Member of the Board of Directors I.I. Lipsky
9,061,415 rubles, including 18% VAT to the amount of 1,382,250 rubles No. 16 dd. March 30, 2009
7. Paid services agreement on training no more than 30 (thirty) CJSC “ARMROSGAZPROM” personnel, including work placements at JSC “OGK-6” branch Kirishskaya GRES arranged by JSC “OGK-6” JSC “OGK-6” (Contractor);
CJSC “ARMROSGAZPROM” (Customer)
JSC “Centrenergyholding” 1,541,482 rubles 38 kopecks, including 18% VAT to the amount of 235,141 rubles 38 kopecks No. 16 dd. March 30, 2009
8. Agreement on depositing idle investment cash JSC “OGK-6” (Customer);
CJSC Gazenergoprombank (Contractor)
Member of the Board of Directors M.L. Khodursky Deposit to the amount of 67,146,000 rubles 00 kopecks No. 10 dd. October 23, 2008
9. Bilateral Stock Exchange Purchase and Sale Agreements for Electricity and Capacity JSC “OGK-6” (Buyer);
JSC “TGK-1” (Seller)
Members of the Board of Directors of JSC “OGK-6:” A.A. Mityushov, D.V. Fedorov, M.L. Khodursky
JSC “Centrenergyholding”
18,224,958 rubles 40 kopecks, including 18% VAT to the amount of 2,780,078 rubles 40 kopecks No. 18 dd. April 30, 2009
10. Commercial Property Sublease Agreement JSC “OGK-6” (Lessor);
LLC “GAZOENERGETICHESKAYA KOMPANIYA” (Sublessee)
JSC “Centrenergyholding”
Member of the Board of Directors I.I. Lipsky
75,651 rubles 00 kopecks, including 18% VAT to the amount of 64,111 rubles 02 kopecks No. 18 dd. April 30, 2009
Transaction Names of the Parties Related Parties Value Meeting Minutes in which the Transaction was approved
11. Trademark Licensing Agreement JSC “OGK-6” (Licensee);
JSC “Gazprom” (Licensor)
JSC “Centrenergyholding” 424,800 rubles 00 kopecks, including 18% VAT to the amount of 64,800 rubles 00 kopecks No. 18 dd. April 30, 2009
12. Bilateral Stock Exchange Purchase and Sale Agreements for Electricity and Capacity JSC “OGK-6” (Buyer);
JSC “TGK-1” (Seller)
Members of the Board of Directors of JSC “OGK-6:” A.A. Mityushov, D.V. Fedorov, M.L. Khodursky, JSC “Centrenergyholding” 18,224,958 rubles 40 kopecks, including 18% VAT to the amount of 2,780,078 rubles 40 kopecks No. 18 dd. April 30, 2009
13. Bilateral Stock Exchange Purchase and Sale Agreements for Electricity and Capacity JSC “OGK-6” (Buyer);
JSC “TGK-1” (Seller)
Members of the Board of Directors of JSC “OGK-6:” A.A. Mityushov, D.V. Fedorov, M.L. Khodursky JSC “Centrenergyholding” 1,789,257 rubles 60 kopecks, including 18% VAT to the amount of 272,937 rubles 60 kopecks No. 20 dd. May 29, 2009
14. Service agreement on increasing the effectiveness of management systems and reducing costs JSC “OGK-6” (Customer);
LLC “Gazprom energyholding” (Contractor).
JSC “Centrenergyholding” Chairman of the Board of D.V. Fedorov 38,200,000 rubles, including 18% VAT to the amount of 5,827,119 rubles No. 21 dd. June 5, 2009
15. Service agreement on preparing for and holding the JSC “OGK-6” General Meeting of Shareholders JSC “OGK-6” (Customer);
JSC “CMD” (Contractor)
Member of the Board of Directors I.I. Lipsky 4,550,998 rubles 04 kopecks, including 18% VAT to the amount of 694,220 rubles 03 kopecks No. 21 dd. June 5, 2009
16. Addendum No. 1 to the Paid service agreement on training no more than 30 (thirty) CJSC “ARMROSGAZPROM” personnel, including work placements at JSC “OGK-6” branch Kirishskaya GRES arranged by JSC “OGK-6” JSC “OGK-6” (Contractor);
CJSC “ARMROSGAZPROM” (Customer)
JSC “Centrenergyholding” Extending the term of the services. No. 25 dd. August 17, 2009
17. Bilateral Stock Exchange Purchase and Sale Agreements for Electricity and Capacity JSC “OGK-6” (Seller);
JSC “INTER RAO UES” (Buyer)
JSC “Centrenergyholding” 77,713,166 rubles 70 kopecks, including 18% VAT to the amount of 11,854,550 rubles 70 kopecks No. 25 dd. August 17, 2009
18. Bilateral Stock Exchange Purchase and Sale Agreements for Electricity and Capacity JSC “OGK-6” (Seller);
JSC “INTER RAO UES” (Buyer)
JSC “Centrenergyholding” 67,247,671 rubles 36 kopecks, including 18% VAT to the amount of 10,258,119 rubles 36 kopecks No. 26 dd. August 31, 2009
19. Bilateral Stock Exchange Purchase and Sale Agreements for Electricity and Capacity JSC “OGK-6” (Buyer);
JSC “OGK-5” (Seller).
Member of the Board of Directors M.G. Tikhonova 15,475,228 rubles 00 kopecks, including 18% VAT to the amount of 2,360,628 rubles 00 kopecks No. 25 dd. August 17, 2009
20. Bilateral Stock Exchange Purchase and Sale Agreements for Electricity and Capacity JSC “OGK-6” (Buyer);
JSC “Enel OGK-5” (Seller).
Member of the Board of Directors M.G. Tikhonova 25,409,884 rubles 00 kopecks, including 18% VAT to the amount of 3,876,084 rubles 00 kopecks No. 25 dd. August 17, 2009
21. Bilateral Stock Exchange Purchase and Sale Agreements for Electricity and Capacity JSC “OGK-6” (Buyer);
JSC “Enel OGK-5” (Seller)
Member of the Board of Directors M.G. Tikhonova 14,125,780 rubles 00 kopecks, including 18% VAT to the amount of 2,154,780 rubles 00 kopecks No. 26 dd. August 31, 2009
22. Bilateral Stock Exchange Purchase and Sale Agreements for Electricity and Capacity JSC “OGK-6” (Buyer);
JSC “TGK-6” (Seller)
Member of the Board of Directors M.G. Tikhonova 2,636,025 rubles 60 kopecks, including 18% VAT to the amount of 402,105 rubles 60 kopecks No. 26 dd. August 31, 2009
165
166
Transaction Names of the Parties Related Parties Value Meeting Minutes in which the Transaction was approved
23. Service agreement on cash transfers intended for paying out salaries and other welfare benefits to the current accounts of JSC “OGK-6” employees opened at CJSC “Gazenergoprombank.” JSC “OGK-6” (Customer);
CJSC “Gazenergoprombank” (Contractor).
Members of the Board of Directors of JSC “OGK-6:” D.V. Fedorov, M.L. Khodursky , S.V. Yatsenko 1,200,000 rubles 00 kopecks No. 25 dd. August 17, 2009
24. Agency agreement on the organisation of air transportation on behalf of JSC “OGK-6” JSC “OGK-6” (Principal);
GAZPROMAVIA Airline LLC (Agent).
JSC “Centrenergyholding” 30,900,000 rubles a year No. 30 dd. November 2, 2009
25. Bilateral Stock Exchange Purchase and Sale Agreements for Electricity and Capacity JSC “OGK-6” (Seller);
JSC “INTER RAO UES” (Buyer)
JSC “Centrenergyholding” 26,177,120 rubles 00 kopecks, including 18% VAT to the amount of 3,993,120 rubles 00 kopecks No. 30 dd. November 2, 2009
26. Addendum No. 2 to the Paid service agreement on training no more than 30 (thirty) CJSC “ARMROSGAZPROM” personnel, including work placements at JSC “OGK-6” branch Kirishskaya GRES arranged by JSC “OGK-6” JSC “OGK-6” (Contractor);
CJSC “ARMROSGAZPROM” (Customer)
JSC “Centrenergyholding” 691,588 rubles 56 kopecks, including 18% VAT to the amount of 105,496 rubles 56 kopecks No. 31 dd. December 25, 2009
27. Bilateral Stock Exchange Purchase and Sale Agreements for Electricity and Capacity JSC “OGK-6” (Seller);
JSC “INTER RAO UES” (Buyer)
JSC “Centrenergyholding” 40,233,517 rubles 18 kopecks, including 18% VAT to the amount of 6,137,316 rubles 18 kopecks No. 31 dd. December 25, 2009
28. Voluntary Health Insurance Agreement JSC “OGK-6” (Customer);
JSC “SOGAZ” (Contractor).
JSC “Centrenergyholding” 9,435,000 rubles 00 kopecks No. 32 dd. December 31, 2009
29. Bilateral Stock Exchange Purchase and Sale Agreements for Electricity and Capacity JSC “OGK-6” (Seller);
JSC “INTER RAO UES” (Buyer)
JSC “Centrenergyholding” 134,488,121 rubles 12 kopecks, including 18% VAT to the amount of 20,515,137 rubles 12 kopecks No. 32 dd. December 31, 2009
30. Bilateral Stock Exchange Purchase and Sale Agreements for Electricity and Capacity JSC “OGK-6” (Buyer);
JSC “Enel OGK-5” (Seller)
Member of the Board of Directors M.G. Tikhonova 18,080,809 rubles 60 kopecks, including 18% VAT to the amount of 2,758,089 rubles 60 kopecks No. 32 dd. December 31, 2009
31. Bilateral Stock Exchange Purchase and Sale Agreements for Electricity and Capacity JSC “OGK-6” (Seller);
JSC “INTER RAO UES” (Buyer)
JSC “Centrenergyholding” 40,233,517 rubles 18 kopecks, including 18% VAT to the amount of 63,000 rubles 00 kopecks No. 31 dd. December 25, 2009
32. Addendum No. 1 to Service agreement on increasing the effectiveness of management systems and reducing costs JSC “OGK-6” (Customer);
LLC “Gazprom energyholding” (Contractor).
JSC “Centrenergyholding”
Chairman of the Board of D.V. Fedorov
80,654,440 rubles 00 kopecks, including 18% VAT to the amount of 12,303,219 rubles 66 kopecks No. 32 dd. December 31, 2009
Transaction Names of the Parties Related Parties Value Meeting Minutes in which the Transaction was approved
Transactions approved by the General Meeting of Shareholders
33. Liability Insurance agreement for members of the JSC “OGK-6” Board of Directors and the Management Board for liabilities arising as a result of losses incurred to a third party as well as to JSC “OGK-6” as a result of unintentional (erroneous) actions (failures to act) by the Insured parties JSC “OGK-6” (Policy holder);
JSC “SOGAS” (Underwriter)
All members of the Board of Directors and members of the Management Board 3,600,000 rubles 00 kopecks No. 10 dd. June 8, 2009
34. Agreements on depositing JSC “OGK-6” idle cash in the amount of no more than 1,000,000,000 (one billion) rubles or the equivalent in a foreign currency for each transaction to the maximum amount of 21,040,000,000 (twenty-one billion forty million) rubles or the equivalent in a foreign currency including interest paid on the deposits by the Bank. JSC “OGK-6” (Customer);
CJSC Gazenergoprombank (Bank)
Members of the Board of Directors of JSC “OGK-6:” D.V. Fedorov, Khodursky 402,463,013 rubles 70 kopecks No. 10 dd. June 8, 2009
35. Agreements on depositing JSC “OGK-6” idle cash in the amount of no more than 1,000,000,000 (one billion) rubles or the equivalent in a foreign currency for each transaction to the maximum amount of 21,040,000,000 (twenty-one billion forty million) rubles or the equivalent in a foreign currency including interest paid on the deposits by the Bank. JSC “OGK-6” (Customer);
“Gasprombank” (Open Joint-Stock Company) (Bank)
Member of the Board of Directors A.A. Gavrilenko
JSC “Centrenergyholding”
5,489,625,643 rubles 92 kopecks No. 10 dd. June 8, 2009
36. Agreements on maintaining a minimum balance in the JSC “OGK-6” account including interest payments by the Bank, the limit of which shall be 41,000,000 (forty-one million) rubles or the equivalent in a foreign currency. JSC “OGK-6” (Customer);
“Gasprombank” (Open Joint-Stock Company) (Bank)
Member of the Board of Directors A.A. Gavrilenko
JSC “Centrenergyholding”
26,101,795 rubles 09 kopecks No. 10 dd. June 8, 2009
37. Bilateral Stock Exchange Purchase and Sale Agreements for Electricity and Capacity JSC “OGK-6” (Seller);
JSC “TGK-1” (Buyer)
Members of the Board of Directors of JSC “OGK-6:” A.A. Mityushov, D.V. Fedorov, M.L. Khodursky JSC “Centrenergyholding” 99,090,836 rubles 30 kopecks, including 18% VAT to the amount of 15,115,551 rubles 30 kopecks No. 10 dd. June 8, 2009
38. Bilateral Stock Exchange Purchase and Sale Agreements for Electricity and Capacity JSC “OGK-6” (Buyer);
JSC “TGK-1” (Seller)
Members of the Board of Directors of JSC “OGK-6:” A.A. Mityushov, D.V. Fedorov, M.L. Khodursky JSC “Centrenergyholding” 247,845,409 rubles 94 kopecks, including 18% VAT to the amount of 37,806,926 rubles 94 kopecks No. 10 dd. June 8, 2009
167
168

Appendix 3

JSC “OGK-6” Primary Equipment Characteristics


Table no. 1 — Turbines

Plant No. Turbine Type/Grade Manufacturer Commissioning Installed Capacity, MW Heat Capacity, Gcal/Hour
1 2 3 4 5 6
Ryazanskaya GRES 2960 120
TPB 01 K-300-240 LMZ 1973 260 15
TPB 02 K-300-240 LMZ 1973 270 15
TPB 03 K-300-240 LMZ 1974 260 15
TPB 04 K-300-240 LMZ 1974 260 15
TPB 05 K-800-240-3 LMZ 1980 800 30
TPB 06 K-800-240-3 LMZ 1981 800 30
TPB 07 (GRES-24) K-300-240-4 LMZ 1988 310 0
Novocherkasskaya GRES 2112 75
TPB 01 K-264(300)-240-1 KTGZ 1965 264 15
TPB 02 K-264(300)-240-2 KTGZ 1966 264 15
TPB 03 K-264(300)-240-2 KTGZ 1967 264 15
TPB 04 K-264(300)-240-2 KTGZ 1968 264 15
TPB 05 K-264(300)-240-2 KTGZ 1969 264 0
TPB 06 K-310-23,5-3 KTGZ 2005 264 0
TPB 07 K-325-23,5 KTGZ 2009 264 0
TPB 08 K-264(300)-240-2 KTGZ 1972 264 15
Kirishskaya GRES 2100 826
TPB 01 K-300-240-1 LMZ 1969 300 0
TPB 02 K-300-240-1 LMZ 1970 300 0
TPB 03 K-300-240-1 LMZ 1970 300 0
TPB 04 K-300-240-1 LMZ 1971 300 0
TPB 05 K-300-240-1 LMZ 1973 300 0
TPB 06 K-300-240-1 LMZ 1975 300 0
TP 01T PT-50-130/7 TMZ 1965 50 110
TP 02T PT-60-130/13 LMZ 1966 60 139
TP 03T PT-50-130/7 TMZ 1967 50 110
TP 04T PT-60-130/13 LMZ 1975 60 139
TP 05T P-40-130/13 LMZ 1976 40 164
TP 06T P-40-130/19 LMZ 1979 40 164
Krasnoyarskaya GRES-2 1250 976
TG-1 K-150-130 KTGZ 1961 150 45
TG-2 K-150-130 KTGZ 1962 150 45
TG-4 K-150-130 KTGZ 1963 150 45
TG-5 PT-60-90/13 LMZ 1964 50 145
TG-6 K-160-130 KTGZ 1974 160 42
TG-7 K-160-130 KTGZ 1975 160 42
TG-8 K-160-130 KTGZ 1976 160 42
TG-9 PT-135/165-130-15 UTMZ 1981 135 285
TG-10 PT-135/165-130-15 UTMZ 1983 135 285
Cherepovetskaya GRES 630 39
TPB 01 K-210-130-3 LMZ 1976 210 13
TPB 02 K-210-130-3 LMZ 1977 210 13
TPB 03 K-210-130-3 LMZ 1978 210 13

LMZ — Leningrad Metal Works, Power Machines Company

KTGZ — Kharkov Turbine Generator Works, Turboatom Scientific and Production Organization,

UTMZ — Ural Turbine Works.

Table no. 2 — Power Boilers

Boiler Boiler Type/Grade Manu­facturer Commis­sioning Jet Steam Parameters Output, ton/hour Fuel
Pressure, kgf/cm2 Temp, °C Primary Reserve Starting Plan
1 2 3 4 5 6 7 8 9 10 11
Ryazanskaya GRES
KPB 01 PP-860-255-545 ZIO 1973 255 545 860 Coal Gas, Fuel oil Coal
KPB 02 PP-890-255-545 ZIO 1973 255 545 890 Coal Gas, Fuel oil Coal
KPB 03 PP-860-255-545 ZIO 1974 255 545 860 Coal Gas, Fuel oil Coal
KPB 04 PP-860-255-545 ZIO 1974 255 545 860 Coal Gas, Fuel oil Coal
KPB 05 TGMP-204P TKZ 1980 255 545 2650 Gas Fuel oil Gas, Fuel oil Fuel oil
KPB 06 TGMP-204P TKZ 1981 255 545 2650 Gas Fuel oil Gas, Fuel oil Fuel oil
KPB 07 (GRES-24) Pp–1000-25-545 (P-74) ZIO 1988 255 545 1000 Gas Gas Gas
Novocherkasskaya GRES
KPB 01 TPP-110 TKZ 1965 255 545 830 Coal Gas Gas, Fuel oil Coal
KPB 02 TPP-110 TKZ 1966 255 545 830 Coal Gas Gas, Fuel oil Coal
KPB 03А,B TPP-210 TKZ 1967 255 545 415 Coal Gas Gas, Fuel oil Coal
KPB 04А,B TPP-210 TKZ 1968 255 545 415 Coal Gas Gas, Fuel oil Coal
KPB 05А,B TPP-210А TKZ 1969 255 545 415 Coal Gas Gas, Fuel oil Coal
KPB 06А,B TPP-210А TKZ 1970 255 545 415 Coal Gas Gas, Fuel oil Coal
KPB 07А,B TPP-210А TKZ 1971 255 545 415 Coal Gas Gas, Fuel oil Coal
KPB 08А,B TPP-210А TKZ 1972 255 545 415 Coal Gas Gas, Fuel oil Coal
Kirishskaya GRES
KPB 01А,B TGMP-114 TKZ 1969 255 545 500 Gas Fuel oil Gas, Fuel oil Fuel oil
KPB 02А,B TGMP-114 TKZ 1970 255 545 500 Gas Fuel oil Gas, Fuel oil Fuel oil
KPB 03А,B TGMP-114 TKZ 1970 255 545 500 Gas Fuel oil Gas, Fuel oil Fuel oil
KPB 04 TGMP-324 TKZ 1971 255 535 1000 Gas Fuel oil Gas, Fuel oil Fuel oil
KPB 05 TGMP-324А TKZ 1973 255 535 1000 Gas Fuel oil Gas, Fuel oil Fuel oil
KPB 06 TGMP-324А TKZ 1975 255 535 1000 Gas Fuel oil Gas, Fuel oil Fuel oil
KP 1T TGM-84 TKZ 1965 140 550 420 Gas Fuel oil Gas, Fuel oil Fuel oil
KP 2T TGM-84 TKZ 1966 140 550 420 Gas Fuel oil Gas, Fuel oil Fuel oil
KP 3T TGM-84А TKZ 1966 140 550 420 Gas Fuel oil Gas, Fuel oil Fuel oil
KP 4T TGM-84Б TKZ 1974 140 550 420 Gas Fuel oil Gas, Fuel oil Fuel oil
KP 5T TGM-84Б TKZ 1976 140 550 420 Gas Fuel oil Gas, Fuel oil Fuel oil
KP 6T TGM-84Б TKZ 1983 140 550 420 Gas Fuel oil Gas, Fuel oil Fuel oil
Krasnoyarskaya GRES-2
1 А,B PK-38 ZIO 1961 140 545 270 Coal Fuel oil Coal
2 А,B PK-38 ZIO 1962 140 545 270 Coal Fuel oil Coal
4 А,B PK-38 ZIO 1963 140 545 270 Coal Fuel oil Coal
5 А,B PK-14 ZIO 1964 140 520 170 Coal Fuel oil Coal
6 А PK-38 ZIO 1974 140 545 270 Coal Fuel oil Coal
6 B PK-38 ZIO 1975 140 545 270 Coal Fuel oil Coal
7 А,B PK-38 ZIO 1975 140 545 270 Coal Fuel oil Coal
8 А,B PK-38 ZIO 1976 140 545 270 Coal Fuel oil Coal
9 А BKZ-420-140PT BKZ 1981 140 560 420 Coal Fuel oil Coal
9 B BKZ-420-140PT BKZ 1982 140 560 420 Coal Fuel oil Coal
10 А BKZ-420-140PT BKZ 1983 140 560 420 Coal Fuel oil Coal
10 Б BKZ-420-140PT BKZ 1987 140 560 420 Coal Fuel oil Coal
Cherepovetskaya GRES
KPB 01А,B TP(E)-208-335 TKZ 1976 140 545 335 Coal Gas Gas, Fuel oil Peat
KPB 02А,B TP(E)-208-335 TKZ 1977 140 545 335 Coal Gas Gas, Fuel oil Peat
KPB 03А,B TP(E)-208-335 TKZ 1978 140 545 335 Coal Gas Gas, Fuel oil Peat
169
170
Table no. 3 — Water Boilers

Boiler Boiler Type/Grade Manu­facturer Commis­sioning Heat Medium Parameters Output, Gcal/hr Fuel
Pressure, kgf/cm2 Temp, °C Primary Reserve Plan
Ryazanskaya GRES
KV 01 RTVM-30M-4 DKZ 1972 20 150 30 Fuel oil Fuel oil Fuel oil
KV 02 RTVM-30M-4 DKZ 1972 20 150 30 Fuel oil Fuel oil Fuel oil
Kirishskaya GRES
KV 1 KVGM-100 DKZ 1982 16 150 100 Fuel oil Fuel oil Fuel oil
KV 2 KVGM-100 DKZ 1987 16 150 100 Fuel oil Fuel oil Fuel oil
Krasnoyarskaya GRES-2
KV 2 RTVM-100 Belgorodsky 1973 25 150 100 Fuel oil Fuel oil Fuel oil
KV 3 RTVM-100 Belgorodsky 1976 25 150 100 Fuel oil Fuel oil Fuel oil

ZIO — Podolsk Engineering Plant ZIO-Podolsk,

TKZ — Taganrog Boiler Factory Krasny Kotelshchik,

BKZ — Barnaul Boiler Factory Sibenergomash,

DKZ — Dorogobuzh Boiler Factory Dorogobuzhenergomash.


Table no. 4 — Generators

Plant No. Type (Grade) Manufacturer Commissioning Voltage, kV Capacity, MW Excitation System Type
Primary Reserve
1 2 3 4 5 6 7 8
Ryazanskaya GRES
TGB 01 TVV-320-2 Power Machines 1973 20 320 HF with SW (surface waves) ELMASH
TGB 02 TVV-320-2 Power Machines 1973 20 320 HF with SW ELMASH
TGB 03 TVV-320-2 Power Machines 1974 20 320 HF with SW ELMASH
TGB 04 TVV-320-2 Power Machines 1974 20 320 HF with EC (exciting current) ELMASH
TGB 05 TZV-800-2UZ Power Machines 1980 24 800 TIR ELMASH
TGB 06 TZV-800-2UZ Power Machines 1981 24 800 TIR ELMASH
TGB 07 (GRES-24) TVV-320-2EUZ Power Machines 1988 20 320 TIR ELMASH
Novocherkasskaya GRES
TGB 01 TGV-300 KETM 1968 20 300 TIR ELMASH
TGB 02 TGV-300 KETM 1966 20 300 TIR ELMASH
TGB 03 TGV-300 KETM 1967 20 300 TIR ELMASH
TGB 04 TGV-300 KETM 1968 20 300 TIR ELMASH
TGB 05 TGV-300 KETM 1969 20 300 TIR ELMASH
TGB 06 TGV-300 KETM 1970 20 300 TIR ELMASH
TGB 07 TGV-300 KETM 1971 20 300 TIR ELMASH
TGB 08 TGV-300 KETM 1985 20 300 TIR ELMASH
1 2 3 4 5 6 7 8
Kirishskaya GRES
TGB 01 TVV-320-2UZ Power Machines 1969 20 300 HF ELMASH
TGB 02 TVV-320-2UZ Power Machines 1970 20 300 HF ELMASH
TGB 03 TVV-320-2UZ Power Machines 1970 20 300 TIR-PS S ELMASH
TGB 04 TVV-320-2UZ Power Machines 1971 20 300 HF with SW ELMASH
TGB 05 TVV-320-2UZ Power Machines 1973 20 300 HF ELMASH
TGB 06 TVV-320-2UZ Power Machines 1975 20 300 TIR-PS S ELMASH
TG 1T TVF-60-2 Power Machines 1965 6.3 60 ELMASH ELMASH
TG 2T TVF-60-2 Power Machines 1966 6.3 60 ELMASH ELMASH
TG 3T TVF-60-2 Power Machines 1967 6.3 60 ELMASH ELMASH
TG 4T TVF-63-2 Power Machines 1975 6.3 63 ELMASH ELMASH
TGB 5T TVF-63-2UZ Power Machines 1976 6.3 63 ELMASH ELMASH
TGB 6T TVF-63-2UZ Power Machines 1979 6.3 63 ELMASH ELMASH
Krasnoyarskaya GRES-2
1 G TV-2-150-2 Power Machines 1961 18 150 ELMASH ELMASH
2 G TV-2-150-2 Power Machines 1962 18 150 ELMASH ELMASH
4 G TV-2-150-2 Power Machines 1963 18 150 ELMASH ELMASH
5 G TVF-60-2 Power Machines 1964 6.3 50 ELMASH ELMASH
6 G TVV-165-2UZ Power Machines 1974 18 165 HF ELMASH
7 G TVV-165-2UZ Power Machines 1975 18 165 HF ELMASH
8 G TVV-160-2EUZ Power Machines 2002 18 160 HF ELMASH
9 G TVV-160-2EUZ Power Machines 1981 18 160 TIR ELMASH
10 G TVV-160-2EUZ Power Machines 1983 18 160 TIR ELMASH
Cherepovetskaya GRES
TGB 01 TGV-200 KETM 1976 15.8 200 BSS with PV ELMASH
TGB 02 TGV-200 KETM 1977 15.8 200 BSS with PV ELMASH
TGB 03 TGV-200 KETM 1978 15.8 200 BSS with PV ELMASH

Power Machines — Power Machines Company, Electrosila Plant,

KETM — Kharkov Electrotyazhmash Factory.

171
174
12

Contact information



12.1. Company details

Full company name:

Open Joint-Stock Company Sixth Wholesale Power Market Generating Company

Abbreviated company name: JSC “OGK-6”


Taxpayer ID 6164232756

Tax Registration Reason Code 616401001

Industry Code by All-Russian Classifier of Governmental Authorities 41002

All-Russian Classifier of Businesses and Organizations 76928058

All-Russian Classifier of Economic Activities 40.10.11


Bank details:

full company name of the credit organization: Gazprombank (Open Joint-Stock Company)

Abbreviated company name of the credit organization: GPB (OJSC)

Location: Bldg. 1, 16 Nametkina St., Moscow, 117420

Taxpayer ID: 7744001497

BIC: 044525823

Credit organization’s correspondent account number: 30101810200000000823

Account type: settlement

Account number: 40702810200000003837


General Director: Aleksey Alexandrovich Mityushov


Chief Accountant: Bary Zakievich Dolgoarshinnykh


Address: Bldg. 3, 101 Prospekt Vernadskogo, Moscow, 119526

Website: www.ogk6.ru


12.2. Contacts for Shareholders and Investors

Ivan Vladimirovich Troinikov (Head of Corporate Governance Department)

Tel./fax: (495) 428-53-45, e-mail: ir@ogk6.ru


For issues related to General Meetings of Shareholders:

Alexey Mikhailovich Gusev (Corporate Secretary)

Tel./fax: (495) 428-53-45, e-mail: agusev@ogk6.ru

12.3. Media Contacts

Dmitry Evgenyevich Filatov (Manager of the Board of Public Relations and Media Affairs)

Tel.:(495) 428-5307, e-mail: dfilatov@ogk6.ru


12.4. Auditor

full company name: Closed Joint-Stock Company KPMG

Abbreviated company name: ZAO KPMG

Location: Office 3035, 18/1 Olimpiysky Prospekt, Moscow, 129110

Mailing address: Floor 31, Building C, 18 Krasnopresnenskaya Embankment, Moscow, 123317

Tel.:(495) 937 44 77, fax: (495) 937 44 99

e-mail: moscow@kpmg.ru

www.kpmg.ru


Certificate of State Registration of Joint-Stock Company No. 011.585 issued by the Moscow Registration Chamber on January 25, 1992. Certificate of Entry in the Unified State Register of Legal Entities No. 1027700125628 dd. August 13, 2002 issued by Interdistrict Inspectorate of the Russian Ministry of Taxes and Duties No. 39 for Moscow. Certificate series 77 No. 005721432


Auditor License: License No. E0003330

Issued on January 17, 2003 by the Russian Ministry of Finance

Valid until: January 17, 2013


12.5. Registrar

Information on the organization which registers the rights of the issuer to equity securities:


full company name: Open Joint-Stock Company Central Moscow Depository

Abbreviated company name: JSC CMD


Location: Bldg. B, 3 Orlikov Lane, Moscow, 107078

Mailing address: Bldg. 8, 34 B. Pochtovaya St., Moscow, 105082

Tel.: (495) 221-13-34, 221-13-30, 221-13-33, fax: (495) 221-13-83

e-mail: dr@mcd.ru

www.mcd.ru


Registrar License:

License No. 10-000-1-00255 issued on September 13, 2002 by the Federal Committee for the Securities Market

Valid for an indefinite period of time.


Date from which the Register of the issuer’s registered securities has been kept by the specified registrar: July 20, 2005.

175