ogk3 by Michael Shpakovsky

The Third Generation Company of the Wholesale Electricity Market

Annual Report

2010

JSC WGC-3 Annual Report for 2010 Address by the Chairman of the Board of Directors and by the Chairman of the Board of Management of JSC WGC-3 JSC WGC-3 Today

Major Events Key Performance and Financial Indicators Equity Structure and Dynamics of Shares Mission and Policy WGC-3 Position in the Power Generation Industry

4 6 8 9 12 13

WGC-3 Priority Activity Areas

Implementation of the Investment Programme on New Generating Capacity Construction Coal Strategy Improving Production and Management Efficiency

Companyâ&#x20AC;&#x2122;s Activities

Generation Electricity Sales Heat Sales Technical Policy and Technical Development Asset Management Human Resources Management Social and Charity Programmes Environmental Protection

Performance Review and Financial Indicators

Net Cash from Operational Activities Net Cash Received from or Used for Investment Activities Net Cash Received from or Used for Financial Activities

Corporate Governance

Underlying Principles WGC-3 Board of Directors and BoD Committees Management Remuneration Internal Audit Subsidiaries and Affiliated Companies (SACs) of JSC WGC-3 Improvement of Corporate Governance Practices Securities, Equity Market and Bonds Dividends Major Risks of the Issuer

Additional Information and Attachments

Attachment 1. Corporate Report Attachment 2. Compliance with the Corporate Governance Code Attachment 3. List of Transactions with Proprietary Interest Glossary Contact and Reference Information Disclaimer

18 24 24 28 32 36 37 42 43 46 46 56 62 62 62 64 65 70 71 71 72 73 73 76 77 81 85 95 137 139 140

Address by the Chairman of the Board of Directors and by the Chairman of the Board of Management of JSC WGC-3 Dear Shareholders,

The Russian economy is reaching a new level of development based on modernisation, innovations and implementation of new technologies. This is fully applicable to the power industry, the mainstay of the economy. For JSC WGC-3, 2010 was rich in important events associated with the Company’s development and construction of state-of-the-art power units. Foundation stones symbolically commemorating the initiation of construction of WGC-3 new plants were ceremonially laid in Krasnoyarsk region and Southern Urals. The first results were obtained in implementation of the Company’s Coal Strategy. At the end of 2010, the first two hundred tonnes of coal were shipped to Gusinoozerskaya TPP from the Okino-Klyuchevsky field being developed in the Buryat Republic by WGC-3. The performance of the Company in 2010 gives ground for optimism. Electricity output increased by 8.8% to 32.1 billion kWh compared to the previous year. The Company’s subsidiaries sold 47.6 billion kWh of electricity at the wholesale market, i.e. 13.3% more than in 2009. The WGC-3 successful results on the electricity and capacity markets were recognised by the Moscow Power Exchange assessing the ratings of the companies taking part in the trade operations. Based on the results of 2010, JSC WGC-3 was awarded the first place in the ‘Seller’ category in terms of the capacity trade volume. JSC WGC-3 was one of the first Russian generating companies to sign a capacity supply agreement. In order to comply with the assumed commitments, the Company is actively implementing a large-scale investment programme on constructing and commissioning new generating capacities. The Company pays a lot of attention to developing its human resources and supporting young professionals. Pursuant to this policy, a ‘Programme of personnel management for 2010–2013’ was approved. This Programme addresses the whole range of personnel management issues from search and selection of candidates to career development and creation of favourable social environment. According to the 2010 results, the implementation of the project on ‘Enhancement of production and management efficiency’ covering all the power plants of WGC-3 started to yield progress. Implementation of lean production principles and cost reduction at all stages of the production cycle through energy saving and innovative solutions lay the basis for the WGC-3 strategy.

Chairman of the Board of Directors of JSC WGC-3

Chairman of the Board of Management, General Director of JSC WGC-3

Oleg Pivovarchuk

Vladimir Kolmogorov

JSC WGC-3 today

JSC WGC-3 Today Major Events for 2010

January 15

Implementation of a project aimed at increasing efficiency was launched at Gusinoozerskaya TPP, a WGC-3 subsidiary. JSC WGC-3 summarized key results of its activity for the year ended 31 December 2009.

February 16-19

JSC WGC-3 Board of Management held its enlarged session at Pechorskaya TPP, a subsidiary of JSC WGC-3.

March 3

At Kharanorskaya TPP, a WGC-3 subsidiary, a meeting of Unit 3 Construction Committee was held.

New Chairman of the WGC-3 Board of Directors was elected.

April 22 30

JSC WGC-3 announced its consolidated financial statements for 2009 (as per IFRS).

JSC WGC-3 held its first ‘Best-inProfession’ competition for power plant operators’ teams.

May 12

JSC WGC-3 launched online monitoring of new plant construction.

JSC WGC-3 began construction of Dzhubginskaya TPP, an Olympic Games project.

June 18

Kharanorskaya TPP, a WGC-3 subsidiary, was recognized the best Trans-Baikal organization in the field of occupational safety and health. JSC WGC-3 held the Annual General Meeting of Shareholders. Director General of JSC WGC-3 met with the Governor of the Chelyabinsk Region.

Unit 4 renovation and upgrading project was launched at Gusinoozerskaya TPP, a WGC-3 subsidiary.

JSC WGC-3 began its own production of coal at Okino-Klyuchevsky field.

JSC WGC-3 won the ‘Best Taxpayer of the Year’ award.

The first meeting of the Construction Commit te e was held at WGC-3 subsidiary Cherepetskaya Zhimerin TPP for the construction of two new power units of 225 MW capacity each.

JSC WGC-3 prepared 2009 consolidated financial statements (as per RAS). The Company’s revenues increased.

24 30

July 1 16

Major Events for 2010

July 30

The Company summarized its key financial results for the six months ended 30 June 2010 (as per RAS).

August 13

JSC WGC-3 commenced construction of the Yuzhnouralskaya TPP-2 Power Complex. WGC-3 subsidiary Kostromskaya TPP received a Russian national award for the successful human resources development.

September 17

JSC WGC-3 and Krasnodar Regional Administration signed an agreement on an investment project for the 2014 Olympics. JSC WGC-3 announced its consolidated financial statements for the six months ended 30 June 2010 (as per IFRS).

October 14

JSC WGC-3 was among the first Russia’s energy generating companies to sign Power Supply Agreements. JSC WGC-3 prepared the nine months 2010 financial results (as per RAS).

November 10

JSC WGC-3 received an operation availability certificate for the 20102011 autumn and winter period.

NOVEMBER 11-12

JSC WGC-3 Board of Management held its enlarged session at Cherepetskaya Zhimerin TPP, a subsidiary of JSC WGC-3. JSC WGC-3 endorsed the Personnel management system development program for 2010-2013. JSC WGC-3 conducted the first young professionals meeting. JSC WGC-3 improved the informational transparency rating as regards its financial and operating activities.

19 22 24

December 9

JSC WGC-3 received an international award for highly efficient accounting system as the Best Enterprise of the Year 2010. The first committee meeting was held for the construction of Yuzhnouralskaya TPP-2 Power Complex.

JSC WGC-3 adopted the Personnel management system development program for 2010-2013.

Based on the 2010 trading volume, the Moscow Energy Exchange awarded the first place to JSC WGC-3 in the category ‘Seller’, and the second place for the period from 2008 through 2010.

The Company’s Board of Directors approved a revised version of the WGC-3 Coal Strategy.

Key Performance and Financial Indicators

8 357 MW

W k 0 0 0 1 = W 1M

of total installed capacity at all the six thermal power plants of JSC WGC-3

Table 1. JSC WGC-3 power plants by installed electric and thermal capacity

Prime Fuel

Installed Capacity, MW

Installed Thermal Capacity, Gcal/h

Coal

1 100

221

Kostromskaya TPP

Gas

3 600

450

Pechorskaya TPP

Gas

1 060

327

Kharanorskaya TPP

Coal

430

265

Cherepetskaya Zhimerin TPP

Coal

1 285

Coal, gas

882

395

8 357

1 615

Plant Name Gusinoozerskaya TPP

Yuzhnouralskaya TPP

TOTAL

Table 2. Electricity and heat generation

Indicators

Measurement Units

2009

2010

Deviation, %

Electricity output

mln, kWh

29 525

32 135

8.8%

Busbar output

mln, kWh

27 807

30 242

8.8%

Electricity sales

mln, kWh

42 001

47 587

13.3%

thous., Gcal

1 533

1 512

-1.4%

Electricity generation efficiency

grf/kWh

341.9

344.8

0.8%

Heat generation efficiency

kg/kWh

177.4

178.4

0.6%

Heat supply

Financial Indicators Table 3. Key financial results of JSC WGC-3

Key Indicators

Measurement Units

2009

2010

Deviation, %

Revenue

mln, RUB

39 164

49 817

27%

EBITDA

mln, RUB

4 568

-14 905

-426%

EBITDA*

mln, RUB

4 995

2 260

-55%

Net profit

mln, RUB

4 274

-14 553

-441%

Net profit*

mln, RUB

4 616

2 191

-53%

13%

-8%

standard units

-44%

EBITDA margin* Quick ratio

* - Without consideration of reserves for depreciation of the JSC RUSIA Petroleum shares, credit balance deficit of exchange rate differences and expenses associated with currency sales (structured deposits).

Equity Structure and Dynamics of Shares Fig. 1. JSC WGC-3 Equity Structure

0.81%

State Ownership

As of 31 December 2010

26.48%

65.16 %

OJSC ‘MMC Norilsk Nickel’

0.11%

Nominees

Legal Entities

4.14%

Treasury Shares

3.29%

Individuals

Fig. 2. JSC WGC-3 dynamics of shares and MICEX index in 2010

Market price, RUB

Sales volume, mln pcs

2.4

250

2.2 2

1.698

1.6 150

1.4 1.2 1

100

0.8 0.6 50

0.4 0.2 0

r D

be em ov N

ct ob

be Se

pt em

gu st Au

ly Ju

ne Ju

ay M

ril Ap

ar ch

ry ua br Fe

Ja n

200

1.8

Fig. 3. Comparative dynamics of WGC-3 shares and MICEX Power Index in 2010

WGC-3, %

MICEX PWR, % 44.1%

16.2%

11.01.2010

ds r a g e r s a r e e v d i a t e a l v a o n s i n i 3 f o C JSC WGplementationhnology the im ent and tec equipm 12.03.2010

11.05.2010

10.07.2010

08.09.2010

07.11.2010

Mission and Policy

Mission and Policy Mission The WGC-3 Mission is to ensure reliable and continuous power supply to consumers by yielding high efficiency for the Company to enhance the shareholders’ welfare.

Vision

A company which uses the existing potential with maximum efficiency, strives to create new power generating capacities in promising regions of Russia, and adheres to the highest standards in occupational health and safety, as well as environmental protection. The WGC-3 management takes the responsibility for the following: The shareholders – for stable profits with minimal risks, added value increase and growth of the Company’s capitalisation. Players of the wholesale market – for uninterrupted supply of electricity and power, which ensures competitiveness of the Russian economy. Employees – for ensuring competitive salaries and a social safety net, enhancing the standard of living, as well as guaranteed employment subject to professional competence and proficiency level. Suppliers and partners – for fulfilling commitments in good faith, as well as for focusing on mutually beneficial and long-term partnership. Society – for ensuring power safety, facilitating sustainable development in the regions where the Company is operating, strengthening regional social stability, bona fide fulfilling of commitments made to budgets of all levels, as well as maintaining environmental regulations and requirements.

Goals of JSC WGC-3: To maintain efficient market sales of electricity and capacity To comply with the best corporate governance practice To reduce power generating costs To build new high-performance and high-demand capacities To guarantee efficient business management To reduce environmental pollution

JSC WGC-3 performance targets by 2020: Installed capacity: 10 00 MW Load factor: 55–50% EBITDA profitability: up to 30% Efficiency (with new power capacities): 45%

e s a e r 0 c 0 n i 0 o t 0 1 is l o t a o y t g i The lled capac insta y 2020 MW b

WGC-3 Position in the Power Generation Industry Electricity JSC WGC-3 unites six thermal power plants (operating as WGC-3 subsidiaries), which are run primarily on condensation cycle. Geographical location of WGC-3 power plants is outlined in Table 5. Total installed capacity of the Company's plants amounts to 8 357 MW. The highest concentration of capacity is located in the UES Centre (4 885 MW, Kostromskaya and Cherepetskaya TPPs), i.e. 58.5% of the Company’s installed capacity. The remaining 41.5% of the WGC-3 total installed capacity is provided by UES Ural (Yuzhnouralskaya TPP), UES North-West (Pechorskaya TPP) and UES Siberia (Gusinoozerskaya and Kharanorskaya TPPs). In 2010, four out of six WGC-3 subsidiaries played on the power market, and namely Kostromskaya

TPP, Cherepetskaya TPP, Yuzhnouralskaya TPP and Gusinoozerskaya TPP. Kharanorskaya TPP was not a competitive player in 2010 due to inclusion of the depreciation component into the tariff. Pechorskaya TPP was not a power market player because it is located in the non-price zone of the wholesale electricity and power market. In late 2010 a competitive selection of price bids for the year 2011 took place. As the result, Kostromskaya TPP, Cherepetskaya TPP and Yuzhnouralskaya TPP will sell electricity and power on competitive price bids conditions, as they are situated in the only two free power transfer zones which are not regarded by the Russia’s Federal Antimonopoly Service as limited competition zones. Gusinoozerskaya and Kharanorskaya TPPs will supply power in the forced mode.

Risks and Competitive Advantages of JSC WGC-3 on the Electricity (Capacity) Market Key competitive advantages of the Company are as follows: Geographical diversification – the WGC-3 subsidiaries are located in four unified energy systems. Diversified fuel balance: the Company's subsidiaries include both gas- and coal-fuelled generating units. Kostromskaya TPP is one of the best performers in UES Centre with regard to electricity generation. Kharanorskaya TPP is one of the most advanced coal power plants in the Russian Federation.

Major risks that the Company faces are as follows: Operational risks related to physical ageing of generating equipment. Risks related to the lack of need to load some of the existing power generating equipment due to its inability to compete with new units. Risk of payment discipline violations on the wholesale electricity (capacity) market by buyers of electricity and capacity, especially those located in the Northern Caucasus region. Risk of penalties laid on the Company for delays in commissioning new generating units which are subject to signed contracts for power supply to the wholesale market. Risk of decreased tariffs for forced-mode generating capacities in 2011 down to the competitive bid level. Risk of cancellation of the competitive price indexing in 2011. Risk of energy carrier price escalation.

Geographical location of WGC-3 subsidiaries

Kostromskaya TPP Pechors足kaya TPP Cherepetskaya TPP

Yuzhnouralskaya TPP

Table 4. Key performance indicators of WGC-3 subsidiaries in 2010

Installed capacity, MW Type of primary fuel Output, mln kWh Average load factor, % Specific fuel consumption, grf/kWh

Kostromskaya TPP

Cherepetskaya TPP

Yuzhnouralskaya TPP

Gusinoozerskaya TPP

Kharanorskaya TPP

Pechors足 kaya TPP

3 600

1 285

882

1 100

430

1 060

Gas

Coal

Gas, coal

Coal

Gas

12 559.6

3 549.7

5 153.0

4 550.4

2 673.9

3 647.7

39.8

31.5

66.7

47.2

71.0

39.3

306.0

416.3

385.6

369.3

350.3

326.0

Kharanorskaya TPP Gusinoozerskaya TPP

Table 5. Geographical location of WGC-3 subsidiaries

Region UES Price zone

Kostromskaya TPP

Cherepetskaya TPP

Yuzhnouralskaya TPP

Gusinoozerskaya TPP

Kharanorskaya TPP

Pechorskaya TPP

Kostroma Region

Tula Region

Chelyabinsk Region

Buryat Republic

Trans-Baikal Region

Centre

Ural

Siberia

North-West

First

Second

Non-price zone

Komi Republic

Thermal Energy JSC WGC-3 is the sole thermal energy generator in those regions where its subsidiaries are located, and the Company is the sole heat supplier to the end users through its 100% associated enterprises.

Despite the thermal energy sales share does not exceed 2% of the Company’s overall revenues, the issue of heat supply under Russia’s severe climatic conditions is of tremendous social and political importance. Any interruption in heat supply to population and other

consumers has a most negative impact on the regional economy and leads to social strain. Therefore, the supply of high quality and readily available heat to all consumers is of highest priority for the Energy Policy of JSC WGC-3.

In order to reach this goal, the Company is addressing the following key objectives on the thermal energy market: Close quality control of the heat and hot water supply services for ultimate consumers; Development and implementation of actions aimed at transparent settlement of bills with the consumers, convenient payment for the services, as well as providing the consumers with all the necessary information as required by the current legislation;  Development and implementation of actions aimed at helping its associated enterprises, i.e. heat suppliers to the end users, out of loss-making while maintaining high quality, reliable and accessible heat supply; Development and implementation of actions aimed at reducing thermal energy losses in networks;  Development and implementation of actions aimed at safe and reliable operation of the heat complex;  Development and implementation of actions aimed at fulfilling the requirements of the federal law No. 261FZ ‘On Energy Saving and Energy Efficiency Improvement’; Development and implementation of actions aimed at supplying quality hot water to consumers; Development and implementation of actions aimed at increasing the payments for the thermal energy supplied.

, y c d n , n e e i a c ffic n e l l E e c Ex

e c n e t e p m Co

Priority Areas of Activity

WGC-3 Priority Activity Areas Implementation of the Investment Programme on New Generating Capacity Construction

As of the beginning of the reporting period, the Company had an active ‘Investment Programme on New Generating Capacity Construction’ approved by the WGC-3 Board of Directors on 22 June 2009. The Company’s Board of Directors at its meeting on 5 October 2010 (Minutes of Meeting No. 46) approved an updated version of the Investment Programme on new units construction in which the total value of new capacities to be commissioned remained unchanged. The adjustments were related to the amount of investments, as well as funding and implementation plans.

Table 6. WGC-3 investment projects under way Item No

Project name

Capacity, MW

Technology

Fuel

Commissioning date

Investments, mln RUB (inclusive of VAT)

Installation of Unit No. 3 with the capacity of 225 MW at Kharanorskaya TPP (Unit 3)

225

Steamer

Coal

2011

11 225

Construction of two power units with the capacity of 225 MW at Cherepetskaya TPP (Units 8, 9)

450

Steamer

Coal

2012, 2013

28 880

Construction of the Power Complex at Yuzhnouralskaya TPP-2 (Unit 1)

400

CCGT

Gas

2012

19 928

Construction of the Power Complex at Yuzhnouralskaya TPP-2 (Unit 2)

400

CCGT

Gas

2013

15 691

Construction of the Power Complex at Yuzhnouralskaya TPP-2 (Unit 3)

400

CCGT

Gas

2014

15 456

Upgrading and renovation of Unit 4 at Gusinoozerskaya TPP

210

Steamer

Coal

2011

7 062

Construction of Dzhubginskaya TPP (Units 1, 2)

180

CCGT

Gas

2013

12 919

TOTAL

2 265

111 161

Major Events under New Construction Investment Programme in 2010 Project: â&#x20AC;&#x2DC;Installation of Unit 3 (225 MW) at Kharanorskaya TPPâ&#x20AC;&#x2122; As of end of 2010 the project was 80% completed. In 2010 the following tasks were accomplished: The contractor (CJSC Energoproekt) completed the technical documentation (86 phases). The contractor delivered the following equipment to the site: steam turbine; turbine generator with an excitation system power transformers of 32, 40 and 250 MVA; pulverizing fans with spare rotors; circulating fans; motor-driven feedwater pump; hydraulic coupling Voit 682; low pressure valves and fittings; turbine plant valves; metal-clad switchgear6 kV, in-house package transformer substation 0.4 V; main steam pipelines, high pressure pipelines; belt-type conveyor; SF6 circuit-breaker; ball cleaning system; PRDS for reheat system; high pressure and low pressure pipeline packages; other auxiliary equipment. The contractor completed the following activities: installation of the turbine generator foundation, turbine hall slabs, auxiliary equipment foundations in the main building; installation of ash sluices, drains and sumps; boiler pre-assembly and mounting; steam turbine and generator installation; mounting of electric precipitators; installation of auxiliary turbine plant equipment; mounting of blowers and exhausters; installation of pulverisation equipment; mounting of dust-gas-air boiler ducts; installation of high pressure pipes and valves; installation of low pressure pipes and valves; mounting of external gas ducts; installation of electrical equipment in the main building; mounting of 220-kV outdoor switchgear equipment; installation of flexible couplings; surge current limiter installation; installation of service water equipment; installation of on-site utilities; railways and motorways arrangement; site improvement work.

Project: ‘Construction of Two 225 MW Power Units at Cherepetskaya TPP’ As of end of 2010, the project was 20% completed. In 2010 the following tasks were accomplished:

The state review authority issued a positive opinion for the part of documentation which requires approval (project documentation). Working documentation was developed for the construction site (related to transfer of buildings and utility networks located within the new units construction footprint), as well as several sections of working documentation for new construction facilities. The Administration of Municipal Unit ‘Suvorovsky district’ granted a Construction Permit. In the framework of the EPC contract implementation a transfer agreement was signed by JSC WGC-3, OJSC VO Technopromexport and OJSC Power Machines pertaining to Agreement No. 05030856/061919-0609 dated 26 June. The latter was concluded by JSC WGC-3 and OJSC Power Machines for manufacturing and delivery of steam turbines factory-assembled with generators; The facilities of federal ownership situated within the new units construction footprint were purchased and transferred to the EPC contractor for demolishing. The condensate purification plant for Cherepetskaya TPP Units 5-7 was transferred outside the new construction footprint. Boiler foundations and base concrete for turbine foundations of Units 8&9 were completed.

Project: ‘Upgrading and Renovation of Unit No. 4 at Gusinoozerskaya TPP’ As of end of 2010, the project was 21% completed. In 2010 the following tasks were accomplished: The contractor (CJSC Energiya-Service) dismantled the existing equipment and pipelines in the boiler and turbine buildings, as well as power equipment, 6-kV metal-clad switchgear, 0.4-kV voltage distribution cabinets. The Contractor conducted engineering, geodesic, geological, hydro-meteorological and environmental surveys on the construction site, as well as inspection of foundations for main and auxiliary equipment and building structures. The contractor developed working documentation for the boiler’s gas-air flow duct, pulverized coal system, turbine set oil system, feeder deaerating plant, water chemistry control system, turbine service water system, building structures and foundations for the main and auxiliary equipment, etc. The contractor delivered the following equipment to the site: steam boiler BKZ-640-140 PT-1 (95% of the full scope); swing hammer mills MMT 2000/2590/750 (four out of five pieces); steam turbine condenser (in full scope); water chemistry control automation (in full scope). The contractor completed boiler foundation reconstruction and erected foundations for swing hammer mills MMT 2000/2590/750 in full scope, as well as one of the two foundations for motor-driven feedwater pumps.

Project: ‘Construction of the Power Complex at Yuzhnouralskaya TPP-2’ As of end of 2010, the project was 7% completed. In 2010 the following tasks were accomplished:

The construction site was handed over to the contractor as per Acceptance and Transfer Certificate. On 14 August 2010 the first foundation stone was laid with a formal ceremony. Design documentation on the industrial project ‘Yuzhnouralskaya TPP-2 Power Complex, CCGT 3x400 MW’ within its industrial estate area was developed and submitted for state review to the Federal State Administration 'Glavgosekspertiza'. The contractor developed and submitted to WGC-3 for concurrence a part of working documentation. The contractor entered into agreements for main equipment supply with Siemens AG (gas turbine, steam turbine and generator) and with OJSC Atomenergomash (waste heat recovery boiler with auxiliary equipment), as well as for supply of ancillary equipment, such as power transformers, generator circuit breaker, 220-kV outdoor switchgear, motor-driven supported bridge crane of 370 t lifting capacity, water treatment equipment, etc. The contractor completed preparatory on-site activities, such as oversite excavation, construction of a temporary site approach road, installation of a temporary site power supply system, erection of a temporary administrative building and a temporary disposal area. JSC WGC-3 submitted an application to OJSC Gazpromregiongaz for technical specifications for the connection of the gas pipeline being designed in view of OJSC Gazprom notice to WGC-3. The notice in question stated that the ‘Technical specifications on the construction and connection of the gas pipeline being designed for gas supply of the WGC-3 subsidiary Yuzhnouralskaya TPP-2 in Chelyabinsk Region’ (approved earlier by the Board member, Head of Gazprom’s Department for gas transportation, underground storage and use Mr. O.E. Aksyutin) were sent to OJSC Gazpromregiongaz on 22 July 2010. On 27 December 2010 the WGC-3 BoD (Minutes of Meeting No. 56) approved the implementation scheme for the project ‘Construction of the Power Complex at Yuzhnouralskaya TPP-2 (Units 2&3)’. According to this project implementation scheme, WGC-3 will effect independent procurement of equipment and services directly from the manufacturers and contractors.

Project: ‘Construction of Dzhubginskaya TPP’ The project on ‘Construction of Dzhubginskaya TPP’ is aimed at ensuring reliable power supply to the future facilities and actions within the framework of the 2014 Winter Olympic Games in Sochi. In the framework of the 9th International Investment Forum in Sochi, WGC-3 entered into a trilateral Agreement of Intent with the Administration of the Krasnodar Territory and the Tuapsinsky District Administration on the implementation of the investment project on Dzhubginskaya TPP construction in Tuapsinsky District of the Krasnodar Territory. As of end of 2010, the project was 5% completed. In 2010 the following works were performed: The Company selected the most preferable construction site for Dzhubginskaya TPP, near the village of Defanovka in Tuapsinsky District of the Krasnodar Territory. A cadastral plan was developed and registered in the Cadastral Chamber of the Russian Federation. An agreement on the lease of a plot of land allotted for TPP construction was signed with the Tuapsinsky District Administration of the Krasnodar Territory for a period of 10 years. Comprehensive engineering surveys were conducted to select the construction site. A power distribution scheme was developed and approved. Technical specifications were received for the TPP’s connection to the Blue Stream main gas pipeline (taking into consideration the adjustments to the Gazprom’s investment programme, and namely the construction of gas pipeline branches to the Olympic facilities). TPP thermal arrangement based on two LMS 100 gas turbine plants made by GE Packaged Power Inc. was approved in principle. The design organisation was determined. It is the Teploelektroproekt Institute, a subsidiary of OJSC Engineering Centre. In September 2010 an agreement was concluded on the implementation of design works for the Dzhubginskaya TPP construction. Relevant documents were forwarded to the Administration of the Krasnodar Territory for a permit to use natural gas as fuel to be issued by the Ministry of Economic Development and Trade of the Russian Federation. Grid connection agreements were concluded with inter-regional distribution network company JSC MRSK South (JSC Kubanenergo) and JSC FSK UES (state-owned Federal Network Company). On 29 December 2010 the WGC-3 BoD endorsed the transaction between WGC-3 and GE Packaged Power Inc. corporation for the purchase of two packaged LMS 100 gas turbine plants. The construction site territory was fenced with concrete slabs, a site approach road was constructed, and partial site planning was performed. A formal ceremony was conducted to celebrate commencement of the plant construction. In September 2010, the 9th International Investment Forum was held in Sochi. Chairman of the Government of the Russian Federation Mr. V.V. Putin took part in this event. A presentation on the Dzhubginskaya TPP construction was made during the Forum.

Coal Strategy In 2010, JSC WGC-3 continued implementing its policy aimed at developing the Company's own coal assets in the framework of the Company's Coal Strategy. Pilot coal mining was commenced in 2010 in the Okino-Klyuchevsky brown coal deposit area, and the first 200 tonnes of coal were shipped to Gusinoozerskaya TPP by the end of 2010. Prior to this, the following actions were performed:

Geological exploration was completed. The prospecting and exploration findings confirmed the position of coal beds, as well as their characteristics. Coal reserves within the license block total 66.2 mln tonnes. As the result of geological exploration, the mining gain equals 28 mln tonnes. Overburden operations were performed in the volume of 2.2. mln cubic meters. The overburden operations showed that the developed proved reserves total 270 thousand tonnes of fossil fuel. The following infrastructure facilities were built temporary low-level bridge over the Chikoy River; temporary road near Bolshoy Lug and Ust-Kyakhta villages; temporary coal warehouse at the Okino-Klyuchevsky coal deposit area. On 27 December 2010 the WGC-3 BoD approved a revised version of the WGC-3 Coal Strategy. The adjustments are related to the changes on the power plant coal market, and actions are stipulated in order to enhance the efficient use of coal.

Improving Production and Management Efficiency Since 20 March 2009, the Company has been implementing a project focused on improving performance in the production and management areas. The main objective of the project is to ensure sustainable and predictable progress in efficiency, both in the technological processes and in the Company governance processes at all levels of the organisation. In order to achieve this objective, the following tasks were accomplished: More that 300 employees were trained on the application of techniques for the search and elimination of losses, as well as ‘lean production’ methods. At six WGC-3 subsidiaries an assessment of losses was performed, and mid-term loss reduction targets were established, totalling over 1 bn RUB at the 2009 price level (Table 7). 133 corrective actions were developed and approved with a total annual benefit of 724 mln roubles. As of 31 December 2010, 65 administrative and technical actions were implemented with a total annual benefit of 597 mln roubles. A unified methodological base was developed to work on employees’ ideas, and the ‘4I’ information system was put into operation. This system provides for state-of-the-art management of the rationalization activities, and all the Company’s employees can have access to the information. The information system also minimises the risk for the effective ideas to be ‘lost’ in the red-tape routine (Fig. 5 shows the situation as of end of 2010). On the whole, over 600 employees were actively involved in performance improvement activity.

Table 7. Objectives and benefits of the performance improvement project Cherepetskaya TPP

Yuzhnouralskaya TPP

Pechorskaya TPP

Gusinoozerskaya TPP

Kostromskaya TPP

Kharanorskaya TPP

368 000

160 000

90 000

105 300

463 500

30 600

1 217 400

67 490

190 000

16 100

22 079

159 900

455 569

Total annual effect from the actions implemented

152 670

190 366

49 500

44 913

159 900

597 349

Total annual effect from the actions planned

43 340

2 440

1 200

15 614

66 900

127 054

Subsidiary

Approved targets

Actual benefit received

TOTAL for WGC-3

Strenuous efforts were made by the WGC-3 subsidiaries in 2010 for work place optimisation (using the ‘5S’ system principles). On the whole, 116 work places were optimised, and it will contribute to substantial reduction of inefficient work. As regards the management efficiency improvement, the major activity is planned beginning from 2011. At the first stage, the key objectives are measurement of performance efficiency, i.e. implementation of KPI (key performance indicators), and definition of interrelations among various administrative documents (along with elimination of contradictions and deficiencies).

Fig.5. Number of improvement suggestions in the ‘4I’ system

In addition to loss reduction, the Company has gained other significant benefits through the implementation of the performance improvement project, such as personnel development. More than 15 employees involved in this project have shown their worth and received recognition from the management in the form of promotion and new, more demanding and challenging tasks.

Total

Approved and implemented

Awaiting approval

Rejected

Companyâ&#x20AC;&#x2122;s Activities

Generation Table 8. Major equipment of WGC-3 subsidiaries

Subsidiary, installed capacity, type of fuel

Unit No., type, boiler (KA), turbine (TA)

Type of boiler unit (KA)

Fuel

Gusinoozerskaya TPP, 1100 MW, Coal, fuel oil (starting fuel)

No. 1 mono*

BKZ-640-140PT1

No. 2 mono

Kostromskaya TPP, 3600 MW, Natural gas, fuel oil

Pechorskaya TPP,1060 MW, Natural gas, associated gas, fuel oil

Kharanorskaya TPP, 430 MW, Coal, fuel oil (starting fuel)

Cherepetskaya TPP, 1285 MW, Coal, fuel oil (starting fuel)

Year of commissioning

Type of turbine set (TA)

Capacity, MW

Brown coal

K-200-130-3

170

1976

BKZ-640-140PT1

Brown coal

K-210-130-3

180

1977

No. 3 mono

BKZ-640-140PT1

Brown coal

K-210-130-3

170

1978

No. 4 mono

BKZ-640-140PT1

Brown coal

K-210-130-3

180

1979

No. 5 mono

TPE-215

Black coal

K-215-130-1

200

1988

No. 6 mono

TPE-215

Black coal

K-215-130-1

200

1992

No. 1 twin**

TGMP-114

Gas

K-300-240-1

300

1969

No. 2 twin

TGMP-114

Gas

K-300-240-1

300

1969

No. 3 twin

TGMP-114

Gas

K-300-240-1

300

1970

No. 4 twin

TGMP-114

Gas

K-300-240-1

300

1970

No. 5 mono

TGMP-314

Gas

K-300-240-1

300

1971

No. 6 mono

TGMP-314

Gas

K-300-240-1

300

1972

No. 7 mono

TGMP-314

Gas

K-300-240-1

300

1972

No. 8 mono

TGMP-314

Gas

K-300-240-1

300

1973

No. 9 mono

TGMP -1202

Gas

K-1200-240-3

1200

1980

No. 1 mono

TGME -206-KhL

Gas

K-210-130-3

210

1979

No. 2 mono

TGME -206-KhL

Gas

K-210-130-3

210

1980

No. 3 mono

TGME -206-KhL

Gas

K-210-130-3

210

1984

No. 4 mono

TGME -206-KhL

Gas

K-215-130-1

215

1987

No. 5 mono

TGME -206-KhL

Gas

K-215-130-1

215

1991

No. 1 mono

TPE -216-670

Brown coal

K-215-130-1

215

1995

No. 2 mono

TPE -216-670

Brown coal

K-215-130-1

215

2001

No. 1 twin

TP-240-1

Black coal

K-140-160

140

1953

No. 2 twin

TP-240-1

Black coal

K-140-160

140

1954

No. 3 twin

TP-240-1

Black coal

K-140-160

140

1956

Subsidiary, installed capacity, type of fuel

Unit No., type, boiler (KA), turbine (TA)

Type of boiler unit (KA)

No. 5 mono

TPP-110-1

No. 6 mono

Capacity, MW

Black coal

K-300-240

300

1963

TPP-110-1

Black coal

K-300-240

300

1964

TP-50

Black coal

K-300-240

265

1966

KA No. 1

PK-10Sh

Brown coal

1952

KA No. 2

PK-10Sh

Brown coal

1952

KA No. 3

PK-10Sh

Brown coal

1952

KA No. 4

PK-10Sh

Brown coal, gas

1953

KA No. 5

PK-10Sh

Brown coal, gas

1953

KA No. 6

PK-10Sh

Brown coal

1953

KA No. 7

PK-10Sh

Brown coal, gas

1954

KA No. 8

PK-10Sh

Brown coal, gas

1954

KA No. 9

PK-10Sh

Brown coal, gas

1954

KA No. 10

PK-10Sh

Brown coal, gas

1954

KA No. 11

PK-14R

Brown coal

1956

KA No. 12

PK-14R

Brown coal, gas

1956

KA No. 13

PK-14R

Brown coal, gas

1957

No. 7 twin Yuzhnouralskaya TPP, 882 MW, natural gas, coal, fuel oil (starting fuel)

Year of commissioning

Type of turbine set (TA)

Fuel

TA No. 2

K-50-90-2

1952

TA No. 3

K-50-90-2

1952

TA No. 4

P-35/50-90/10

1953

TA No. 5

PT-83/100-90/9

1996

TA No. 6

K-100-90-5

100

1954

TA No. 7

T-82/100-90/2,5

1956

TA No. 8

T-82/100-90/2,5

1956

Unit No. 9 mono

PK-33-83SP

Gas

K-200-130

200

1961

Unit No.10 mono

PK-33-83SP

Gas

K-200-130

200

1961

* Mono – a power unit with one boiler per one turbine generator ** Twin – a power unit with two boilers per one turbine generator

Electricity Output

Sales Output

Electric power output increased by 8.8% over the 2009 results. A rise in the output volume was recorded at all subsidiaries of WGC-3, except for Pechorskaya TPP.

Sales output increased by 8.8% compared to 2009.

Table 9. Electricity output in 2008-2010, (mln kWh)

Table 10. Sales output in 2008-2010, (mln kWh)

Subsidiary

2008

2009

2010

Subsidiary

2008

2009

2010

Gusinoozerskaya TPP

5 246

3 839

4 550

Gusinoozerskaya TPP

4 790

3 487

4 143

13 595

11 972

12 560

13 199

11 616

12 192

Pechorskaya TPP

3 793

3 823

3 648

Pechorskaya TPP

3 588

3 624

3 452

Kharanorskaya TPP

2 625

2 735

2 674

Kharanorskaya TPP

2 421

2 526

2 464

Cherepetskaya Zhimerin TPP

3 355

3 236

3 550

Cherepetskaya Zhimerin TPP

3 021

2 917

3 199

Yuzhnouralskaya TPP

5 298

3 920

5 153

Yuzhnouralskaya TPP

4 930

3 637

4 792

33 912

29 525

32 135

31 949

27 807

30 242

Kostromskaya TPP

Total for WGC-3

Kostromskaya TPP

Total for WGC-3

Load Factor

Heat Supply

Load factor in 2010 was 44%, rising over the 2009 value by 4%. A rise in the load factor was recorded at all subsidiaries of WGC-3, except for Pechorskaya TPP.

Heat output from headers went down by 1.4% over 2009. A drop in heat output was recorded at Pechorskaya, Cherepetskaya and Yuzhnouralskaya TPPs. A change in heat supply happened due to the approved temperature schedule of heat network operation.

Table 11. Load factor in 2008-2010, (%)

Table 12. Heat supply in 2008-2010, (thous. Gcal)

Subsidiary

2008

2009

2010

Gusinoozerskaya TPP

Kostromskaya TPP

Pechorskaya TPP

Kharanorskaya TPP

Subsidiary

2008

2009

2010

Gusinoozerskaya TPP

306

292

302

Kostromskaya TPP

213

209

215

Pechorskaya TPP

315

312

298

Kharanorskaya TPP

129

135

141

Cherepetskaya Zhimerin TPP

191

171

148

Yuzhnouralskaya TPP

416

414

408

Total for WGC-3

1 570

1 533

1 512

Electricity and Heat Generation Efficiency The actual rate of oil equivalent for the supply of electricity increased by 2.9 grf/kWh compared to 2009, and by 0.7 grf/kWh compared to the 2008 results.

The actual rate of oil equivalent for the supply of heat rose by 1.0 kg/Gcal compared to 2009, and went down by 1.2 kg/Gcal compared to 2008.

Table 13. Electricity generation efficiency in 2008-2010, (grf/kWh)

Table 14. Heat generation efficiency in 2008-2010, (kg/Gcal)

Subsidiary

2008

2009

2010

Subsidiary

2008

2009

2010

Gusinoozerskaya TPP

368.6

368.8

369.3

Gusinoozerskaya TPP

184.8

182.3

184.6

Kostromskaya TPP

306.3

306.2

306.0

Kostromskaya TPP

170.6

170.7

169.6

Pechorskaya TPP

328.2

325.3

326.0

Pechorskaya TPP

167.0

163.6

167.4

Kharanorskaya TPP

351.0

350.6

350.3

Kharanorskaya TPP

185.7

185.3

Cherepetskaya Zhimerin TPP

410.8

409.8

416.3

Cherepetskaya Zhimerin TPP

200.8

198.2

199.8

Yuzhnouralskaya TPP

388.6

386.2

385.6

Yuzhnouralskaya TPP

178.4

176.6

176.5

Total for WGC-3

344.1

341.9

344.8

Total for WGC-3

179.6

177.4

178.4

Fuel Balance Structure

Table 15. WGC-3 fuel balance structure in 2008-2010, (%)

Fuel balance of the standard fuel used for specific consumption had the following structure in 2010: coal 43.4%;  fuel oil 1.3%;  gas 55.3%. Compared to 2009 results, the share of gas dropped by 5.3%, the fuel oil share went down by 0.2%. The share of coal increased by 5.5.%.

Year

Gas

Fuel oil

Coal

2010

55.3

1.3

43.4

2009

60.6

1.5

37.9

2008

57.5

1.8

40.7

Table 16. Fuel consumption in 2008-2010, (tonnes of relative fuel)

Gas Subsidiary Gusinoozerskaya TPP

Fuel oil

Coal

2008

2009

2010

2008

2009

2010

2008

2009

2010

—

6.8

5.3

5.6

1816

1334

1580

Kostromskaya TPP

4008

3559

3729

70.7

34.1

37.8

—

Pechorskaya TPP

1217

1224

1170

13.4

6.5

5.0

—

Kharanorskaya TPP

—

2.2

1.5

2.0

872

909

887

Cherepetskaya Zhimerin TPP

—

102.6

94.6

93.7

1177

1135

1268

Yuzhnouralskaya TPP

1263

1145

1015

1.5

0.6

1.1

726

332

904

Total for WGC-3

6488

5928

5914

197.2

142.6

145.2

4591

3710

4639

Table 17. Fuel balance structure 2008-2010, (%)

Gas Subsidiary

Coal

2008

2009

2010

2008

2009

2010

2008

2009

2010

–

0.4

99.6

Kostromskaya TPP

98.3

99.0

1.7

1.0

–

Pechorskaya TPP

98.9

99.5

99.6

1.1

0.5

0.4

–

Kharanorskaya TPP

–

0.2

99.8

Cherepetskaya Zhimerin TPP

Gusinoozerskaya TPP

Fuel oil

–

8.0

7.7

6.9

92.0

92.3

93.1

Yuzhnouralskaya TPP

63.5

77.5

52.9

0.1

0.0

0.1

36.4

22.5

47.0

Total for WGC-3

57.5

60.6

55.3

1.8

1.5

1.3

40.7

37.9

43.4

Table 18. Volume and cost of energy resources used by WGC-3 in 2010

Energy resources Type of fuel

Volume, thous. trf (mln m3)

Cost, mln RUB (exclusive of VAT)

Natural gas

5 103.90

13 639.40

Coal

7 544.68

7 301.41

106.19

763.94

Fuel oil

Electricity Sales JSC WGC-3 sells electricity and capacity, as well as heat, on the Russian wholesale market. Electricity sold in 2010 totalled 47 587 mln kWh, including purchased electricity. Table 19. Actual electricity sales by WGC-3 power plants on the wholesale market in 2010

Power plant Gusinoozerskaya TPP

Including: Total electricity sales (mln kWh)

Electricity generated mln kWh

Electricity purchased

% of overall sales volume

mln kWh

% of overall sales volume

4 668.53

4 109.13

88.02

560.11

12.0

23 412.37

12 106.08

51.71

11 302.18

48.27

3 451.11

3 430.06

99.39

21.05

0.61

Kharanorskaya TPP

2 609.37

2 449.35

93.87

158.50

6.07

Cherepetskaya Zhimerin TPP

5 433.36

3 156.39

58.09

2 272.86

41.83

Yuzhnouralskaya TPP

8 012.44

4 722.04

58.93

3 291.73

41.08

47 587.19

29 973.04

62.99

17 606.44

37.00

Kostromskaya TPP Pechorskaya TPP

Total for WGC-3

Table 20. Sales structure by sector

Including: Total electricity sales (mln kWh)

Power plant Gusinoozerskaya TPP

NDM

mln kWh

4 668.53

1 226.97

3 099.06

342.50

23 412.37

5 021.64

17 906.84

483.89

3 451.11

3 279.51

143.42

28.18

Kharanorskaya TPP

2 609.37

835.42

1 624.75

149.20

Cherepetskaya Zhimerin TPP

5 433.36

1 308.11

3 986.63

138.61

Yuzhnouralskaya TPP

8 012.44

1 690.01

6 201.66

120.77

47 587.19

13 361.67

32 962.37

1 263.15

Kostromskaya TPP Pechorskaya TPP

Total for WGC-3

Fig.6. Electricity Sales Structure, %

Fig. 7. Electricity Sales Structure, %

Electricity purchased RC

NDM

Electricity generated

28.08% 69.27% 2.65% Regulated contracts (RC) Balanced market (BM) Next dayâ&#x20AC;&#x2122;s market (NDM)

34.34%

65.66%

Table 21. Actual average sale prices by wholesale market sectors in 2010

Actual average sale price of e/e including capacity, RUB/MWh

Actual average sale price of e/e, RUB/MWh

957.39

570.83

577.69

114 533.64

564.32

481.56

529.74

682.90

1 180.05

867.75

782.58

64 349.51

906.70

899.93

978.10

839.32

Pechorskaya TPP

964.89

694.48

694.5

73 269.13

682.64

–

732.37

668.18

Kharanorskaya TPP

877.40

428.08

414.85

216 743.91

442.52

459.58

429.33

546.91

Cherepetskaya Zhimerin TPP

1 426.18

983.28

1 107.52

65 084.30

937.23

961.22

936.51

1 123.85

Yuzhnouralskaya TPP

1 104.78

854.47

867.65

100 852.88

851.08

849.24

715.21

855.95

Power plant Gusinoozerskaya TPP

NDM

Kostromskaya TPP

Sales Electricity, RUB/MWh

Capacity, RUB/MWh

Sale, RUB/ MWh

Purchase, RUB/MWh

Sale, RUB/ MWh

Purchase, RUB/MWh

Table 22. Electricity purchased by wholesale market sectors in 2010

Including:

Power plant Gusinoozerskaya TPP

Total electricity purchased (mln kWh)

NDM mln kWh

BM % of overall purchase volume

mln kWh

% of overall purchase volume

560.11

442.01

78.91

118.10

21.09

11 302.18

10 691.80

94.60

610.39

5.40

21.05

0.00

21.05

100.00

158.50

63.92

40.32

94.59

59.68

Cherepetskaya Zhimerin TPP

2 272.86

2 109.02

92.79

163.84

7.21

Yuzhnouralskaya TPP

3 291.73

3 213.53

97.62

78.20

2.38

17 606.44

16 520.27

93.83

1 086.17

6.17

Kostromskaya TPP Pechorskaya TPP Kharanorskaya TPP

Total for WGC-3

Fig. 8. Electricity Sales on WMEC, by sector, % mln kWh 24 000 22 000 20 000 18 000 16 000

14 000 12 000 10 000 8 000 6 000 4 000 2 000 0

Gusinoozerskaya TPP

Kostromskaya TPP

Pechorskaya TPP

Kharanorskaya TPP

Cherepetskaya Zhimerin TPP

Yuzhnouralskaya TPP

Regulated contracts (RC) Next dayâ&#x20AC;&#x2122;s market (NDM) Balanced market (BM) Fig. 9. Average sales prices of electricity, by sector, RUB/MWh

Average sales price

1200

1000

800

600

400

200

Gusinoozerskaya TPP

Kostromskaya TPP

Pechorskaya TPP

Kharanorskaya TPP

Cherepetskaya Zhimerin TPP

Yuzhnouralskaya TPP

Heat Sales Table 23. Effective output and structure of heat consumers in 2010

Output of Share of industrial electricity, thous. enterprises, % Gcal/year

Power plant

Share of the population, %

Share of heatgenerating organisations, %

Kostromskaya TPP

214.92

0.00

100.00

Cherepetskaya Zhimerin TPP

142.80

4.12

95.88

Yuzhnouralskaya TPP

395.66

100.00

Pechorskaya TPP

246.28

100.00

Gusinoozerskaya TPP

190.89

Kharanorskaya TPP

119.48

Total for WGC-3

1 310.03

0.80

Share of budget-funded organisations, %

Share of other consumers, %

32.16

5.89

61.16 89.78

0.57

8.91

10.22

84.05

4.69

Fig. 10. Effective heat output by WGC-3 subsidiaries in 2010, thous. Gcal

Kharanorskaya TPP

119.48

Kostromskaya TPP

214.92

Gusinoozerskaya TPP

190.89

Cherepetskaya TPP

142.80

Pechorskaya TPP

246.28

Yuzhnouralskaya TPP

395.66

1.79

Fig. 11. Heat tariffs of subsidiaries (average per plant), RUB/Gcal

900 800 700 600

500 400

407.90

457.00

550.27

515.84

100

700.70

200

842.64

300

Gusinoozerskaya TPP

Cherepetskaya Zhimerin TPP

Kharanorskaya TPP

Pechorskaya TPP

Kostromskaya TPP

Yuzhnouralskaya TPP

Technical Policy and Technical Development The most important business activity of any power company is technical upgrading and refurbishing of its key assets. These activities are aimed at maintaining a high level of safety in electricity generation, improving performance and efficiency of power plants, implementing new (innovative) technologies, as well as carrying out promising investment projects for the future. In order to achieve these objectives, the Company developed a policy for technical upgrading and refurbishing of the key assets. This policy enables the Company to improve financial efficiency and to direct the flow of funds to the most promising and important projects. The key goal of the policy is to create a safe, cost effective, fuel efficient and streamlined structure of the generating capacities while using the existing potential and established development priorities. Fundamental guidelines of the Technical Policy are as follows: to improve safety and reliability of generating capacities through upgrading and refurbishment of obsolete and worn out equipment while using materials and equipment that complies with modern technical standards; to improve the efficiency of equipment monitoring and diagnostics; to minimise the electricity and heat efficiency through implementing modern and highly fuel-efficient equipment; to increase the level of industrial automation; to reduce environmental impact of power plants through optimisation of the production structure, technical upgrading and decommissioning of obsolete equipment; to increase the number of environment-oriented activities at power plants.

The following key actions aimed at heat rate reduction and cost-efficiency improvement of power units are carried out through upgrading of the existing equipment:

Upgrading thermal schemes of power units and general service equipment, and namely: introduction of flexible parameter configurations for equipment start-up and operation; improvement of turbine gland steam supply paths; improvement of steam supply paths for steam turbine flanges and studs heating; implementation of advanced forced air cooling circuits; application of pre-stroke rotor heat-up and vacuum testing of the turbine set; installation of cooling water treatment and ball cleaning systems for turbine condensers; installation of power controllers for general service equipment; application of advanced and more environmentally-friendly equipment lay-up and clean-up technologies. Improving boiler efficiency, upgrading turbine sets, auxiliary equipment and process systems, and namely: off-gas temperature decrease; reduction of steam-water path hydraulic resistance; use of advanced burners; use of heat-resistant steel for surfaces subject to heating; application of advanced fuel quality and quantity control systems; application of advanced fuel combustion quality control systems; diagnostics of pipeline surfaces subject to heating; use of electrohydraulic and electromechanical turbine governing systems; turbine control systems upgrading (vibration monitoring, automatic control system diagnostics, etc.); application of frequency regulation and hydraulic couplings for blowers and exhausters, motor-driven feed pumps, heating system pumps, coal pulverization equipment; use of upgraded electric precipitators’ power circuitry; upgraded sealing for regenerative air heaters; feed pump flow path upgrading; application of new technologies and improvement of the existing water treatment systems; use of plate-type heat exchangers; replacement of oil coolers by ‘oil-tight’ ones with stainless steel tubes; use of expansion bellows; implementation of regeneration system monitoring and diagnostics, etc. Successful implementation of the aforementioned actions can increase the plant cost-efficiency by 2.7–3.9%. The Company’s key tool for enhancing the efficiency of existing equipment is a standing and continuously updated technical upgrading and refurbishing (TUR) investment programme aimed at enhancing the equipment safety, efficiency and reliability and focused on energy saving and environmental protection. When working out the TUR programme actions, WGC-3 subsidiaries customize each investment in accordance with the established methods and recommendations. The majority of these projects are, either expressly or by implication, aimed at lifetime extension. Short-term (annual) and long-term TUR investment programmes are developed and supervised in compliance with the regulatory documents. The TUR programme stipulates large-scale renovation of the existing generating assets by investing over 1.5 bn RUB per annum. In the framework of this programme, in 2010, JSC WGC-3 continued implementing comprehensive measures aimed at installing advanced domestic and foreign vibration monitoring and diagnostics systems for turbine sets

and feedwater pumps. The upgrading projects were implemented at a turbine set of Gusinoozerskaya TPP Unit 2, turbine set and feedwater pumps of Kostromskaya TPP Unit 9, at a turbine set of Cherepetskaya Zhimerin TPP Unit 3 and turbine sets of Yuzhnouralskaya TPP Units 7, 9 and 10. We should emphasise the importance of actions focused on compliance with the requirements for turbine set dynamic behaviour of Yuzhnouralskaya TPP, from the standpoint of frequency and power maintaining in the process of overall primary control. In 2010, JSC WGC-3 continued upgrading computer-based process control systems at its subsidiaries, including the installation of an automate process control system based on the â&#x20AC;&#x2DC;Kvintâ&#x20AC;&#x2122; software package. In accordance with the approved programme for SF6 circuit breakers installation, the next phase of outdoor switchgear high-voltage equipment replacement was completed at WGC-3 subsidiaries, and namely at Cherepetskaya Zhimerin, Kostromskaya and Yuzhnouralskaya TPPs. These measures enabled JSC WGC-3 to significantly decrease the risks of equipment failures and malfunctions, as well as reduce the operating and maintenance costs. The following equipment with expired service or specified lifetime was replaced in 2010 in the framework of equipment replacement programme:

high pressure heater No. 8 at Kostromskaya TPP Unit 8 was replaced by an upgraded HP heater of PV-900-380-66-1 type; flow path of low pressure turbine No. 2 of the 1200 MW turbine generator set at Kostromskaya TPP Unit 9; electric circuitry of load transfer crane at Yuzhnouralskaya TPP; boiler feedwater economizers at Gusinoozerskaya TPP Unit 5 and Yuzhnouralskaya TPP Units 1, 6 and 10; boiler heat transfer surfaces at Cherepetskaya Zhimerin TPP Units of 140 and 300 MW capacity.

The Company has been fulfilling its commitment to reduce the adverse environmental impact. In the framework of the programme, fly-ash collectors at Yuzhnouralskaya TPP Units 4 and 10 were upgraded. As the result, the efficiency of ash collectors increased from 95.5% to 99.5%. Along with the actions aimed at enhancing the safety and reliability of energy generation, the implementation of fuel-saving projects allowed the Company to save 18 677 tonnes of standard fuel in 2010.

Asset Management

Asset Management Ugolny Razrez LLC Ugolny Razrez LLC was created in the framework of the WGC-3 Coal Strategy implementation, in order to survey and mine brown coal at the Okino-Klyuchevsk field located in the Bichursk district of the Buryat Republic, 120 km from Gusinoozerskaya TPP.

The main objectives for Ugolny Razrez LLC in 2010 were geological survey, overburden operations and preproduction mining at the field.

JSC RUSIA Petroleum In October 2008, JSC WGC-3 bought 25%-1 shares of JSC RUSIA Petroleum, a gas company established in 1992 for survey, exploration and production of gas from Kovytkinskoye and Khandinskoye gas-condensate fields, the largest raw hydrocarbons field in the Irkutsk Region. The total reserves of C1 category gas in both fields total 1.4 trillion cubic metres, reserves of C2 category gas are 517 bn cubic metres. The total reserves of C1 category gas condensate in both fields total 90 mln tonnes, the reserves of C2 category condensate reach 16 mln tonnes. More than 90% of all reserves are located on Kovyktinskoye gas-condensate field. On 14 May 2010, OJSC TNK-BP, the principal shareholder and debt holder of JSC RUSIA Petroleum, made a claim for early redemption of a part of the loans granted to JSC RUSIA Petroleum for the development of Kovyktinskoye gas-condensate field. Since the company, due to its financial condition, was not able to repay the full amount claimed, the JSC RUSIA Petroleum General Director filed an application in the arbitration court of the Irkutsk Region to initiate bankruptcy procedures for JSC RUSIA Petroleum.

Plug Power Inc. In October 2008, JSC WGC-3 acquired 34.97% of shares in Plug Power Inc. The company was established in 1997 as a manufacturer of generating stations working on hydrogen fuel on proton-exchange membranes. The product line of the company includes units for backup power supply (GenSys), uninterrupted power supply (GenCore), as well as batteries for different types of load-transfer devices (GenDrive).

Human Resources Management Key areas of HR policy The main goal of JSC WGC-3 in respect of human resources management is to build a team of highly qualified and efficient professionals striving to realize their capabilities when addressing the technical, economic and social challenges that WGC-3 is facing. The team members should possess the skills required for efficient work in a power generating company. In order to achieve this goal, JSC WGC-3 makes every effort for human resources optimisation, effective staff motivation and professional development. In 2010, the Company focused its HR management efforts on the following areas: human performance improvement through application of state-of-the-art HR management techniques; employees’ professional development; advanced training; creation and development of professional reserve; improvement of staff motivation and remuneration system; improvement of employees’ skills; social benefits.

Key projects implemented in 2010 For the purpose of development and implementation of HR policy, resolution of generation change issues, personnel training and requalification, attracting and retaining qualified and experienced employees and their adaptation, the Company’s Programme for development of personnel management system for 2010–2013 was worked out and approved by the WGC-3 Board of Management. The key objectives of the programme are as follows: improvement of planning the expenses on work force and unification of the expenses calculation methods; attracting young professionals to the WGC-3 subsidiaries on a long-term basis and retaining highly qualified personnel; development of the staff training, requalification and advanced training system; enhancement of employee social support. In order to ensure social protection of WGC-3 employees, attraction of experienced and qualified specialists to the newly constructed facilities, attraction of the young professionals having successfully graduated from vocational schools and universities, the Board of Directors approved and implemented the Provisions for corporate support of WGC-3 employees in improving their housing conditions. In order to prevent and treat occupational diseases, provide rehabilitation of the employees and former employees (retirees) of WGC-3, the Board of Directors approved and implemented the Provisions for granting the WGC-3 employees and their family members vouchers for recreation and rehabilitation centres. The first Company-wide convention of young professionals was conducted, where the system of coordination of activities and information exchange among the Councils of young professionals of WGC-3 subsidiaries was developed, the priorities for the Councils’ operation were defined, and the Coordinating Committee of young professionals was created. In order to train personnel with the competencies and skills necessary for achieving the strategic goals of WGC-3, sessions of development of managerial skills and professional competencies were organised, including a series of workshops and training sessions both for senior and line managers of WGC-3.

In order to reward WGC-3 staff for their remarkable contribution made into the power industry development, the results achieved and important tasks accomplished, exemplary performance of their duties, and to increase the prestige of employment in the power industry, the nomenclature of WGC-corporate awards was extended and a fixed one-off monetary incentive to the employees was established.

Changes in headcount In 2010, the Company's average headcount increased by 923 employees (+18.3%), compared to 2009.

Table 24. Average headcount (number of employees), persons

Indicator

2009

2010

Increase (+), decrease (-)

Average headcount (number of employees), persons

5 042

5 965

+18.3%

As of 31 December 2010, a full list of staff went up by 896 people (+16.8%) compared to 2009. The main reason for such a growth is the transfer of staff from the reorganised maintenance subsidiaries and associated companies (SACs) to WGC-3 subsidiaries.

Table 25. Headcount, persons

Indicator

As of 31 December 2009

As of 31 December 2010

Increase (+), decrease (-)

5 347

6 243

+16.8%

Headcount (number of employees), persons

Staff age structure In 2010, the number of Companyâ&#x20AC;&#x2122;s employees aged less than 35 years increased by 14.9% compared to 2009. A headcount increase in the retiring age group (+48.8.%) is due to the transfer of staff from SACs to WGC-3 subsidiaries. As of 31 December 2010, the major part of the Company's staff (72%) is aged over 35 years, and the average age of the WGC-3 employees is 41 years. Table 26. Staff age structure in 2010 As of 31 December 2009

Age groups Under 25 years

Number of people

Share in the total number of employees, %

As of 31 December 2010 Number of people

Share in the total number of employees, %

Increase (+), decrease (-)

254

4.8%

339

5.4%

+33.5%

From 25 to 35

1 250

23.4%

1 389

22.2%

+11.1%

From 35 to 45

1 590

29.7%

1 852

29.7%

+16.5%

From 45 to the retirement age

1 743

32.6%

1 904

30.5%

+9.2%

510

9.5%

759

12.2%

+48.8%

5 347

100.0%

6 243

100.0%

Retirement age

Total

Personnel development The corporate staff development system is based on strategic demands of the Company, business plans and job qualification requirements. The staff training system relies upon priority of the needs identified for training of different staff groups is based on the analysis of the discrepancies between the job requirements and the existing competence level. Table 27. Staff education level

As of 31 December 2009, Number of people

As of 31 December 2010, Number of people

147

182

+23.8

Higher education

1 947

2 150

+10.4

Vocational training

1 489

1 765

+18.5

Secondary education

1 643

2 045

+24.5

121

101

-16.5

5 347

6 243

Education level

Two or more degrees, candidate of science or PhD

Unfinished secondary education Total

Increase (+), decrease (-)

Social benefits The Company carries out a corporate housing improvement programme for its employees and provides the employees and their families with vouchers for health resort treatment and rest. In addition to these initiatives, WGC-3 also implements a corporate programme for non-government (voluntary) pension benefits which is an important element of the Company’s staff motivation system. In the framework of the parity plan of the corporate programme for non-government (voluntary) pension benefits, WGC-3 offers joint participation of employees in the accumulation of pension assets. Regular allotment of pension contributions throughout the whole period of participation in this programme ensures a raise in the standard pension assets paid by the state upon the employee’s retirement. The WGC-3 employees also benefit from a voluntary health insurance programme. The Company actively supports its non-working retired or disabled employees, renders financial assistance to single mothers and families with three or more children, and provides subsidies for children’s pre-school institutions and vouchers for children’s recreation camps.

Social and Charity Programmes The Companyâ&#x20AC;&#x2122;s Sponsorship and Charity Council developed and implemented more than 70 initiatives to support various community, religious, educational and sports organisations in the Company's operating locations: the towns of Volgorechensk (Kostroma region), Gusinoozersk (Buryat Republic), Pechora (Komi Republic), Suvorov (Tula region), Yuzhnouralsk (Chelyabinsk region) and Yasnogorsk (Trans-Baikal region). In addition, JSC WGC-3 rendered some assistance to the Patriarchy of Moscow in renovating the St. Daniel Monastery in Moscow.

Being aware of all the challenges of the economic recession and post-crisis period, and in particular those faced by state-funded organizations, JSC WGC-3 donates money to pre-school and educational establishments, orphanages, healthcare facilities and medical programmes aimed at supporting motherhood. We also focus on regional centres for the disabled, veteran councils, social welfare centres, and Russian Orthodox and Buddhist parishes. JSC WGC-3 also helps publicly-funded organisations to solve their most pressing problems. In 2010, the Company helped some organisations with capital repairs and finishing, funded the purchase of furniture, books, study materials, toys and computers, and supported the Victory Day celebrations devoted to the 65th anniversary of Victory in the World War II. The Company also donated money for expensive surgeries required by its employees and their children. JSC WGC-3 considers its charity and sponsorship work as an integral part of a socially-conscious business. We will continue our charity work focusing on concrete results.

Environmental Protection Polluting atmospheric emissions In 2010, the gross volume of pollutants went up by 18.9 thousand tonnes (13%) over 2009, due to the following factors: ash emissions went up by 22%, primarily due to a greater volume of the coal burnt (24% up). Average ash content decrease from 17% to 17.7% due to a lower amount of burning the Chelyabinsk coals; nitrogen dioxide emissions increased by 17% due to a higher boiler loading and a rise of the burnt fuel volume by 10%; sulphur dioxide emissions went up by 2% due to a greater volume of the coal burnt (24% up), despite a decrease in sulphur content from 0.45 to 0.41% and a rise in sulphur extraction equipment efficiency from 14% to 14.8%. Specific emissions of pollutants at Cherepetskaya Zhimerin TPP went up by 13% due to a lower quality of coal: heat value decreased by 3%, and ash content and sulphur content went up by 1.3 % and 0.8% respectively. At Gusinoozerskaya TPP specific emissions of pollutants dropped by 6% thanks to a decrease in sulphur content from 0.39% to 0.3%. A substantial decrease of specific emissions was recorded at Yuzhnouralskaya TPP thanks to a drop of ash emissions by 23% and sulphur dioxide emissions drop by 29%. The ash and sulphur emissions reduction was achieved thanks to ash collectors upgrading and a better quality of coal thanks to a smaller amount of Chelyabinsk coal burning. The Company had no emissions exceeding the maximum permissible emission standards.

Fig. 12. Gross atmospheric emissions in 2008-2010, tonnes/year

Fig. 13. In-house water consumption from surface water bodies in 2008-2010, mln cubic m/year

180 2000

160

140 1500

120 100

1000

80 60

500

40 20 0

2008

2009

2010

160.7

148.9

167.8

Gusinoozerskaya TPP

31.1

32.9

36.2

Gusinoozerskaya TPP

Kostromskaya TPP

15.2

11.9

13.8

Kostromskaya TPP

5.3

4.3

3.7

Kharanorskaya TPP

13.6

14.4

Cherepetskaya Zhimerin TPP

58.7

60.1

Yuzhnouralskaya TPP

36.9

25.3

WGC-3

Pechorskaya TPP

2008

2009

2010

2121

1799

2150

443

290

366

1624

1466

1740

0.025

0.5

Kharanorskaya TPP

73.2

Cherepetskaya Zhimerin TPP

4.2

3.9

3.8

26.5

Yuzhnouralskaya TPP

3.7

4.2

WGC-3

Pechorskaya TPP

Water Consumption The volume of water consumption from natural sources in 2010 went up by 20% compared to 2009 due to the following factors: a 9% growth in output; a drop by 95 mln cubic meters (33%) in the volume of recycled water at Kostromskaya TPP. On the whole, in 2010 the consumption of circulating and recycled water was registered at 57% (60% in 2009). The largest shares of water consumption were registered at Pechorskaya TPP (99.9%), Yuzhnouralskaya TPP (99.6%), Cherepetskaya Zhimerin TPP (99.1%) and Kharanorskaya TPP (91%).

In 2010, due to expiry of the water consumption licenses, WGC-3 subsidiaries Cherepetskaya Zhimerin and Yuzhnouralskaya TPPs concluded water consumption contracts. The WGC-3 subsidiaries Gusinoozerskaya and Pechorskaya TPPs also entered into new long-term water consumption contracts in 2010 agreements instead of previous short-term agreements.

Water Disposal

In 2010, the volume of water disposal increased by 17% due to the following factors: a 9% growth of electricity and heat generation; decreased recycled water consumption at Kostromskaya TPP. The water disposal growth in 2010 is attributed to an increased share of pure and purified water in the total amount of effluents (99.8%) compared to 99.7% in 2009. For the most part, it is the cooling water used in service water systems. The share of contaminated (the water, which does not comply with the regulatory requirements) waste water in the overall volume of water disposal came to 0.2%. Contaminated waste water is drained by Kharanorskaya TPP (ash dump drainage water), Kostromskaya TPP (storm drains, waste water from the makeup demineraliser) and Cherepetskaya Zhimerin TPP (water discharge from hydraulic ash handling and storm drain systems). The volume of insufficiently purified and contaminated water (without cleanup) decreased by 9% and 6%, respectively.

Fig.14. Water disposal into natural sources by category in 2008-2010, mln cubic metres

Fig. 15. Pollutants disposed into natural water bodies in 2008-2010, tones

3500 2000 3000 2500 1500 2000 1500 1000 1000 500 500 0

2008

2009

2010

3 184

2 055

1 701

2 712

1 772

1 413

Pechorskaya TPP

143

148

Kharanorskaya TPP

312

127

119

Cherepetskaya Zhimerin TPP

9.7

6.5

12.2

WGC-3 2008

2009

2010

TOTAL

2 107

1 790

2 090

Pure

2 094

1 785

2 086

Purified

0.277

0.386

0.411

Insufficiently purified

1.9

2.3

2.1

Contaminated (w/o reatment)

2.2

1.8

1.7

Gusinoozerskaya TPP Kostromskaya TPP

Yuzhnouralskaya TPP

The mass of pollutants disposed into water bodies with the effluents dropped y 17%. At WGC-3 subsidiaries Kostromskaya and Kharanorskaya TPPs the mass of disposed pollutants decreased by 20% and 6%, respectively. The total decrease of pollutants disposed above the specified limits amounted to 58%; at Kostromskaya TPP it equalled 71%, and at Kharanorskaya TPP â&#x20AC;&#x201C; 58%. In order to reduce the volume of effluents and to meet the regulatory waste water quality limits, Cherepetskaya Zhimerin TPP started upgrading the water disposal system in 2010. Design work is under way at Kostromskaya TPP for upgrading the water treatment facilities for industrial and domestic effluents.

Waste treatment In 2010, the Company's subsidiaries accumulated 1.27 mln tonnes of industrial and consumer waste. Ash and slag waste makes up 99% (1.26 mln tonnes) of the total waste volume. The following waste treatment options were used: 1.22 mln tonnes of waste (96.4%) disposed at the Company's sites for permanent or temporary storage; 41 thous. tonnes (3.2%) were decontaminated or used in in-house production; 5.5 thous. tonnes (0.4%) were transferred to other organisations for recycling or disposal. In 2010, 41 thousand tonnes of ash and slag waste were disposed of. The whole amount was treated by WGC-3 subsidiary Cherepetskaya Zhimerin TPP, and 67 tonnes of microsphere was sold to outside consumers. The ash and slag waste in the Company went up by 12% due to a greater amount of the burnt solid fuel.

Fig 16. Volumes of ash and slag waste at ash dumps in 2008-2010, thous. tonnes/year (for dry mass)

Fig. 17. Total expenses for environment protection in 2008-2010, million RUB/year 400 350

1500

300 250

1000

200 150

500

100 0

2008

2009

2010

1 262

1 089

1 216

Gusinoozerskaya TPP

445

408

457

TOTAL

Kharanorskaya TPP

161

167

151

Cherepetskaya Zhimerin TPP

237

236

Yuzhnouralskaya TPP

418

278

WGC-3

2008

2009

2010

304

273

359

Investments

251

Overhaul

101

357

Current expenses

173

164

195

Environment protection activities The WGC-3 environmental management programme for 2010 was approved by Decree No. 8 dated 18 January 2010. It was formulated in accordance with the Environmental Policy of JSC WGC-3 endorsed by the General Director’s Decree No. 221 dated 28 August 2006 and Provisions for the WGC-3 environmental management system approved by Decree No. 634 dated 19 November 2009.

The priority areas of the Programme are as follows: decrease of specific emissions of pollutants into environment; increase of the fraction of recycled ash and slag materials; prevention of discharge of pollutants into water bodies in excess of the allowable limits; Throughout 2010, the following most important environment protection activities were performed: Yuzhnouralskaya TPP accomplished renovation of gas treatment equipment of the boilers at Units 4 and 10, and the average efficiency of ash collection being increased from 98.7% to 98.94%. Thanks to the renovation, the emissions during 2010 went down to 437.5 tonnes of sulphur dioxide and 1800 tonnes of ash; Pechorskaya TPP initiated furnace condition adjustment activities at the Unit 5 boiler. The planned reduction of nitrogen oxides is estimated as 500 tonnes per year. The project is scheduled to be completed in 2011; Gusinoozerskaya TPP conducted tests and adjustments at the electrostatic precipitators of the second construction stage. The resulting increase of ash collection efficiency by the electrostatic precipitators of the Unit 5 boiler amounts to 99.67% (99.24% in 2009) and that of the Unit boiler – to 99.65% (98.81% in 2009); design activities for renovation of sewerage treatment facilities, water and drilling water disposal systems of Kostromskaya TPP were in continued; construction and installation activities in the framework of renovation of water disposal systems at Cherepetskaya Zhimerin TPP were in initiated; design, construction and installation activities were in progress at ash dumps of Gusinoozerskaya TPP, Cherepetskaya Zhimerin TPP, and Yuzhnouralskaya TPP with the purpose of improving their reliability and environmental safety; in order to ensure efficiency of operation, maintenance and adjustment activities were carried out at the ash collecting equipment of all the WGC-3 coal-fired power plants. As an alternative to ash and slug burial at the ash dumps, an option of selling the ash and slug materials to third party consumers is being evaluated, and further transition to dry ash removal techniques is considered. A programme for development of the ash and slag materials utilisation at JSC WGC-3 for 2010–2014 was approved by the Company’s Board of Management on 2 December 2010. The programme includes 32 projects (total amount of the required investments being 3 848.6 million RUB). In 18 projects the WGC-3 acts as customer (808.6 million RUB), and for 14 projects third party investors are supposed to be involved (3 040.0 million RUB), inclusively in the form of state-private partnership. All the projects, in which JSC WGC-3 acts as customer, are focused on upgrading and renovation of the ash and slag collection, removal, handling and transportation systems at operational power plants of JSC WGC-3, resulting in ultimate conversion of the ash and slag materials generated from incineration of coal to the form of marketable materials saleable to consumers. All the other projects are deep renovation projects that can be implemented only conditional to external funding by interested investors. The Company’s involvement in these projects is expected through maximal facilitation of their successful implementation, since these projects will ensure the necessary market for sales of ash and slag materials.

Procurement activities Main principles of the WGC-3 procurement policy In order to ensure targeted and effective use of funds and incurring only economically justifiable expenses, JSC WGC-3 is enhancing the system of competitive and non-competitive bidding procedures for goods and services as a high priority activity. The WGC-3 procurement system is built on the principles of the procurement procedures regulation, market investigation and competitive selection of suppliers (wherever alternative suppliers of goods and services exist). According to the WGC-3 Provisions for the regulated procurement of goods and services approved by the WGC-3 Board of Directors (meeting minutes No. 92 dated 19 November 2007), these procedures imply the following actions: thorough planning of demands for goods and services for implementation of the production-related programmes of WGC-3 (maintenance, retrofitting and renovation, operation etc.); market analysis and marketing studies; selection of the procurement method; actions aimed at achieving reasonable competition between the potential suppliers wherever possible or ensuring heightened internal controls where impossible; fair and reasonable selection of the most preferable options based on integrated cost-benefit analysis (price versus quality of the product, in the first place); monitoring the performance of contracts and the usage of procured products. The procurement activities are controlled and coordinated by the Director for procurement and by the Central competitive bidding commissions (hereafter CCBC) of JSC WGC-3. The Board of Management approves the annual overall procurement programmes and reports. The CCBC chairmen and members are appointed by the Board of Directors. The Director for procurement is held personally responsible for the organisation of regulated procurement procedures and for professional training of the employees in charge of managing and implementing the procurement procedures. In order to perform the functions of assessing, reviewing, and grading the bids compliant with the bidding requirements and choosing the winner of tenders, local competitive bidding commissions were established at all power plants in addition to the CCBC.

Procurement procedures and e-commerce Open request for bids is the most frequently used method of procurements. In some cases defined by economic expediency at the discretion of CCBC, procurement of goods and services can be arranged in the form of open tender. Other types of procedures are used in accordance with the Provisions for the regulated procurement of goods and services for JSC WGC-3. The corporate Guidelines on the implementation of regulated procurement procedures call for involving the maximum possible number of potential participants of the procedure with the aid of the WGC-3 official web site, www.b2b-energo.ru web site and by means of sending a personal invitation to key players of the market. In case of absence of competition for some specific goods and services (in partly or fully monopolised economy sectors), sole source suppliers can be used conditional to increased scope of internal controls.

Table 28. Procurement procedures for goods and services

The procedures for procuring any goods, work or services at the expense of JSC WGC-3 priced less than 500 thousand RUB net of VAT within the same fiscal period (year) are not regulated and are made based on marketing studies.

Type of procedure

Threshold amount

Open tender

No constraints

Open request for bids

No constraints

Open request for price quotes

No constraints

Open competitive negotiations

No constraints

Restricted competitive negotiations

No constraints

Restricted request for bids

No constraints

Restricted request for price quotes

No constraints

Sole source

No constraints

Non-regulated procurement

0.5 mln RUB

Implementation of the integrated procurement programme for 2010 The WGC-3 annual integrated procurement program (AIPP) for 2010 was defined in accordance with the â&#x20AC;&#x2DC;Specifications for developing, approving and updating the AIPP of JSC WGC-3â&#x20AC;&#x2122; (approved by the resolution of the Board of Management dated 1 July 2010, meeting minutes No. 364) based on the Production programmes and business plan of JSC WGC-3 and was approved by the Board of Management of JSC WGC-3 (meeting minutes No. 273 dated 3 December 2009), and was further updated later. The contracts in the framework of the WGC-3 Investment Programme aimed at building new generating capacities are also made on the competitive basis. The procurements of fuel in accordance with the Specifications for developing, approving and updating the AIPP of JSC WGC-3 are not included into AIPP but are performed on the competitive basis according to production demands.

Table 29. Report on procurement activities of the Company in 2010 (by AIPP sections) AIPP sections

Number of procurements, pcs

Initial cost of procurements, thousand RUB

Final cost of procurements, thousand RUB

2.1

Retrofitting and renovation (goods and services)

272

921 940

901 229

2.2

Retrofitting and renovation (materials and equipment)

328

495 430

483 958

3.1

Maintenance activities (goods and services)

312

1 135 511

1 129 416

3.2

Maintenance activities (materials and equipment)

539

464 015

459 428

4.1

Consultancy services on restructuring matters

5.1

Property management services

2 968

1 004

6.1

R&D and other consultancy services

25 318

16 827

7.1

Administrative and housekeeping goods and services

113

254 235

254 370

7.2

Administrative and housekeeping materials and equipment

24 897

23 350

8.1

Other procurements for operational needs (goods and services)

610

891 604

689 680

Table 29 (continued). Report on procurement activities of the Company in 2010 (by AIPP sections) AIPP sections

8.2

Other procurements for operational needs (materials and equipment)

Number of procurements, pcs

Initial cost of procurements, thousand RUB

Final cost of procurements, thousand RUB

462

249 760

234 176

2 733

4 465 679

4 193 438

Total regulated procurements

1 149

4 160 658

3 915 992

Total non-regulated procurements

1 584

305 021

277 446

Total for AIPP

Fig. 18. Number of the regulated procurement procedures (Without the procurement of fuel)

The decreased number of procurements compared to the previous periods is associated with consolidation of batches and with the increase of regulation threshold in the mid 2008 from 200 thousand RUB to 500 thousand RUB. Fig. 19. Procurement volumes, mln RUB

The coal procurement procedures were performed by the WGC-3 agent, OJSC ‘MMC Norilsk Nickel’. Gas procurement for Kostromskaya, Pechorskaya and Yuzhnouralskaya plants was carried out in the framework of long-term supply agreements. The procurement of furnace oil for the needs of Kostromskaya, Pechorskaya, Gusinoozerskaya, Kharanorskaya, Cherepetskaya Zhimerin and Yuzhnouralskaya TPPs was made via restricted requests for price quotes with proper controls instituted by OJSC ‘MMC Norilsk Nickel’. Starting from August 2010, the procurement of furnace oil for the needs of Gusinoozerskaya and Kharanorskaya TPPs was made from OJSC ‘NK Rosneft’ via sole source supplier procedures (resolution of WGC-3 CCBC No. 44 dated 7 July 2010). Beginning from August 2010, the furnace oil for Gusinoozerskaya and Kharanorskaya TPPs was procured from CJSC ‘Irkutsknefteproduct’ via sole source supplier procedures (resolution of WGC-3 CCBC No. 82 dated 29 November 2010).

Effectiveness of the procurements

Table 30. Cost of fuel purchased for WGC-3 power plants in 2010

The economic benefit from competitive procurement of materials, goods and services compared to the initial cost projection totalled 272 240.75 thousand RUB.

Subsidiary

Gusinoozerskaya TPP

AIPP target parameters for 2011* The WGC-3 annual integrated procurement program (AIPP) for 2011 was formulated in accordance with the â&#x20AC;&#x2DC;Specifications for developing, approving and updating the AIPP of JSC WGC-3â&#x20AC;&#x2122; based on the WGC-3 production programmes and business plan.

Kostromskaya TPP

It is planned to conduct 974 regulated and 1 287 nonregulated (for less than 500 thousand RUB) purchases for the total amount of 4 628 200.19 thousand RUB. 75.35% out of them for the total amount of 3 487 479.99 are based on the open competitive procedures.

Kharanorskaya TPP

Pechorskaya TPP

Cherepetskaya Zhimerin TPP

Yuzhnouralskaya TPP

Type of fuel

Cost, RUB (inclusive of VAT)

2 719.17

2 612 069 605

4.38

47 371 965

3 237.63

10 799 396 000

58.61

583 389 000

978.56

2 638 068 000

7.04

86 196 000

1 835.02

1 182 612 163

1.53

17 589 563

1 404.33

2 979 293 000

63.84

597 607 000

Gas

887.72

2 657 023 977

Coal

1 562.10

1 798 848 082

0.66

5 795 396

Gas

5 103.90

16 094 487 977

Coal

7 520.62

8 572 822 849

136.05

1 337 948 924

Coal Fuel oil Gas Fuel oil Gas Fuel oil Coal Fuel oil Coal Fuel oil

Fuel oil

WGC-3

Volume, thous. tonnes (mln cubic metres)

Fuel oil

Total

26 005 259 750

Table 31. The amount of procurement of the Company in 2010 by sources

Fig. 20. Shares of procurement procedures, %

Procurement method

Non-regulated procurement

Sole source

Non-regulated procurement

Restricted procedures

ORB

Open request for bids

68%

Open procedures

RRB

Restricted request for offers

ORQ

Open request for price quotes

24%

Sole source

RRQ OT RT

Restricted tender

Total

pcs

Amount, thous. RUB net of VAT

171

1 005 566

1 584

277 446

663

2 437 125

62 731

300

410 571

Restricted request for price quotes

Open tender

2 733

4 193 438

* Without the procurement of fuel

Performance Review

Performance Review and Financial Indicators* Table 32. Major financial and economic performance indicators of WGC-3 Key indicators

Revenues

Units

2009

2010

Difference, %

mln RUB

39 164

49 817

27%

EBITDA

mln RUB

4 568

-14 905

-426%

EBITDA*

mln RUB

4 995

2 260

-55%

Net profit

mln RUB

4 274

-14 553

-441%

Net profit*

mln RUB

4 616

2 191

-53%

13%

-8%

Quick ratio

c.u.

-44%

Current ratio

c.u.

-45%

Fixed assets to equity

c.u.

0.50

0.54

Equity ratio

c.u.

0.89

0.85

-4%

ROS based on Net profit*

12%

-8%

ROA based on Net profit*

-2%

ROE based on Net profit*

-3%

EBITDA margin*

* Without consideration of reserves for depreciation of the JSC RUSIA Petroleum shares, credit balance deficit of exchange rate differences and expenses associated with currency sales (structured deposits).

In 2010, the Company had losses in the amount of 14 533 million RUB. Net profit of the previous reporting period was 4 274 million RUB. The loss was due to allocation of reserve for depreciation of the JSC RUSIA Petroleum shares for the total of 15 060 million RUB and negative currency translation differences and expenses associated with currency sales on structured deposits having totalled 2 104 million RUB. Net profit of JSC WGC-3 in 2010 net of the reserve for depreciation of JSC RUSIA Petroleum shares, negative currency translation differences and expenses associated with currency sales on structured deposits amounted to 2 191 million RUB. EBITDA decreased from 4 995 million RUB in 2009 to (-14 905) million RUB, including EBITDA not accounting for the reserve for JSC RUSIA Petroleum shares, negative currency translation differences and expenses associated with currency sales on structured deposits that amounted to 2 260 million RUB. The results of WGC-3 operations are affected, in addition to internal factors, by external factors such as regulation of the power industry sector by State, cost of fuel, seasonal factors and macroeconomic trends of development of Russia. As can be seen from the diagram, increased sales and growth of heat, electricity and capacity prices had a positive effect on EBITDA for the total of 2 734 million RUB. The largest negative effect upon EBITDA in 2010 compared to 2009 was caused by growth of fuel prices in the amount of 3 080 million RUB and financial results of disposal and revaluation of shares in the amount of 1 637 thousand RUB. EBITDA from operational activities net of financial results of disposal and revaluation of shares amounted to 3 897 million RUB (78% of the actual value for 2009).

* In accordance with RAS

Fig. 21. Factor analysis of EBITDA changes in 2010 Mln RUB 8000

2372

7500

153

3080

7000 6500 6000 5500 5000

4995

209 174

4500

340 193

4000

1637

3500 3000 2500

2260

2000

2010 actual

Financial result of disposal and revaluation of shares

Other incomes and expenses

Semi-fixed costs (less water tax)

Change of water tax

Change of fuel prices

Change of heat rate

Change of capacity prices (tariffs)

Change of heat and electricity prices (tariffs)

Change of output

2009 actual

1500

Revenue Gross revenue of the Company went up by 10 653 mln RUB or 27% in 2010. The Company earned 97.9% (in 2009) and 98.2% (in 2010) of the gross revenue from sales of electricity and capacity (the graph below illustrates the 2010 revenue structure). Fig. 22. Revenue structure in 2010

0.3%

16%

20% Kostromskaya TPP

Electricity

Kharanorskaya TPP

14%

Capacity Heat

Yuzhnouralskaya TPP Gusinoozerskaya TPP

Other

Pechorskaya TPP

78%

Cherepetskaya TPP

5% 7%

49%

It should be noted that 49% of revenue was from the sales on electricity and capacity markets by Kostromskaya TPP. The revenues from electricity and capacity sales increased by 10 575 million RUB, i.e. by 28%, from 38 373 million RUB to 48 944 million RUB. Growth of revenues from sales of electricity in comparison with 2009 was caused by the increased electricity sales by 9% and by the increase of prices by 11%. The growth of revenues from sold capacity by 2% was caused by sales of capacity per free contracts, where the prices were higher than the capacity tariffs established by the Federal Tariff Service (FTS) of Russia for 2010.

36%

Fig. 23. Revenue growth rates, 2010/2009

Volume Price

In 2010 the electricity and power output totalled 47 587.19 mln kWh, and 8 352 MW monthly. The sales of electricity and power went up by 9% and 1%, respectively, compared to 2009.

11%

Revenue

1% Electricity

Capacity

Table 33. Electricity, capacity and heat tariffs in 2010 and 2009 Electricity tariff (RUB/MWh) Subsidiary

2009

2010

Capacity tariff (RUB/MW per month)

Heat tariff* (RUB/Gcal)

2009

2010

Gusinoozerskaya TPP

530.54

577.69

123 207.85

114 553.64

449.74

477.09

Kostromskaya TPP

750.71

782.58

73 471.97

64 349.51

400.43

457.00

Pechorskaya TPP

667.61

682.64

82 904.94

73 269.13

472.66

550.27

Kharanorskaya TPP

386.75

414.85

231 893.73

216 743.91

478.95

485.04

Cherepetskaya TPP

1080.19

1107.52

76 222.70

65 084.30

645.81

700.70

775.40

867.65

112 446.22

100 852.88

324.18

407.89

Yuzhnouralskaya TPP

*from headers

It should be noted that the State represented by the Federal Tariff Service (hereinafter FTS) of Russia approves electricity and capacity tariffs for the WGC-3 power plants. These tariffs are indexed in accordance with the average industry growth projected by the Ministry for Economic Development regardless of the expenses incurred by the enterprises. Consequently, the tariffs do not always compensate for the expenses of WGC-3 and do not allow it to fully recover the investments, as well as to redeem the fixed assets as required. Thus, in 2010 the Federal Tariff Service of Russia approved the electricity and capacity tariffs at the level lower than that of 2009. On the average, the capacity tariffs for the power plants operated by WGC-3 decreased by 10% due to the conditions of the Russiaâ&#x20AC;&#x2122;s social and economic development scenario produced by the Ministry for Economic Development of the RF and approved by the RF Government. According to these conditions, the 0.9 coefficient of semi-fixed expenses growth in relation to the 2009 tariffs was assumed for approval of the tariffs for electricity and heat suppliers. The increase of electricity tariffs in 2010 averaged at 5.6% for JSC WGC-3.

Operational Costs In 2010, the WGC-3 operational costs (without administrative costs) showed a 35% growth over 2009 and amounted to 45 910 mln RUB. The operational costs went up primarily (85% of the overall growth) due to the increased variable component, and namely electricity and capacity purchase costs went up by 6 345 mln RUB (49% of the overall operational cost growth), and the fuel costs increased by 4 699 mln RUB (36% of the overall growth). Variable costs amounted to 81% in 2010, whereas in 2009 they equalled 77%. Table 34. Details of operational costs 2010

2009

Change, mln RUB

Change, %

Fuel

21 705

17 006

4 699

28%

Purchased electricity and capacity

15 547

9 202

6 345

69%

Variable costs, total

Detailed operational costs

37 252

26 208

11 044

42%

Staff costs

2 726

2 192

534

24%

Amortisation

1 335

1 264

Subscription fees

666

691

(25)

-4%

Other fixed costs

3 931

3 615

316

Semi-fixed costs, total

8 658

7 762

896

12%

45 910

33 970

12 940

35%

Operational costs

Semi-fixed costs went up by 12% and amounted to 8 658 mln RUB in 2010 compared to 7 762 mln RUB in 2009. The major growth trigger were labour costs with deductibles incurred due to the decision to restructure the maintenance and transports SACs and hire their staff to work at the WGC-3 subsidiaries.

Fig. 24. Structure of the Groupâ&#x20AC;&#x2122;s* operational costs in 2010

1% 4%

3% 6%

Fig. 25. Fuel costs structure in 2010

Fuel Electricity purchased

47%

Labour costs

33%

Amortisation

Gas

Tax, except for income tax

Coal

Raw and other materials

Fuel oil

Subscription fees Maintenance and repair Other

34% * The Group as per RAS stands for the Company and its subsidiaries (without SACs).

63%

When analysing the structure of operational costs according to the IFRS standards, we have to understand that maintenance and service costs are calculated based on outsourcing costs, whereas in-house repairs are accumulated as amortisation, labour costs, cost of materials and other prime costs. Therefore, outsourcing costs came up to 30% of the Group's total repairs and maintenance costs in 2009. The main component of the Company's operational costs was fuel cost which amounted to 47% and 50% of the overall volume of operational costs in 2010 and 2009, respectively, including gas transportation costs.

Natural gas is the primary fuel for Kostromskaya TPP and Pechorskaya TPP, while Yuzhnouralskaya TPP uses both gas and coal. Cherepetskaya Zhimerin, Gusinoozerskaya and Kharanorskaya TPPs use coal as primary fuel. The graph below shows the share of each type of fuel in the overall fuel costs. The major share belongs to gas (63%). The share of coal is 33%, and the fuel oil has an insignificant share of 4%. On the whole, the 2010 fuel costs went up by 4 699 mln RUB (28%) due to an increase in power output and higher fuel prices. In particular, gas costs went up by 2 472 mln RU|B (22%) on the back of an increase in average gas tariffs by 22%. Coal and fuel oil costs went up by 2 047 mln RUB and 180 nm RUB, respectively. Fig. 26. Rate of fuel cost changes in 2010, %

39%

Consumption

Fig. 27. Fuel consumption in 2010, thous. trf

Costs Price

29% 26% 25%

2009

5 928

22% 22%

2010

5 914 4 639 3 710

11%

Gas

143

-2%

-0.20% Coal

Fuel oil

Gas

Coal

145

Fuel oil

The Company purchases the major part of its natural gas from the subsidiaries of Gazprom and Novatek. The gas industry is rigorously regulated by the Russian Government which routinely increases prices for natural gas supplied by JSC 'Gazprom'. In the reviewed periods, the growth rate of gas and coal prices outpaced the growth of weighted prices for electricity, and this fact had an overall effect on the Group's profitability. Table 35. Average weighted price (RUB/trf)

2009

2010

Change, %

Gas

1 884

2 306

22%

Coal

1 415

1 573

11%

Fuel oil

4 081

5 262

29%

Seasonal Factor Electricity sales in the Company are affected by seasons and the relative severity of climate. Demand for electricity usually goes up in the cold winter months and drops in summer as a result of temperature increase and a longer daylight hours. WGC-3 normally cuts down industrial output in summer in response to the drop in demand and the drop in price. During this period of time the Company carries out the majority of maintenance and repair activities. In the third quarter of the year, the Company's fuel costs go up in order to comply with the requirements for creating and sustaining a certain level of fuel reserves needed to ensure uninterrupted generation in the winter months.

Balance, liquidity and working capital Table 36. Balance and working capital, thous. RUB 31 December 2010

31 December 2009

Change, mln RUB

Change, %

Accounts receivable and advances paid

4 906 163

5 078 778

(172 615)

-3%

Inventories

2 201 598

1 954 461

247 137

13%

41 767 928

44 245 116

(2 477 188)

-6%

Deposits Cash and equivalents

999 069

6 845 754

(5 846 685)

-85%

49 874 758

58 124 109

(8 249 351)

-14%

Accounts payable

5 004 099

3 226 135

1 777 964

55%

Accrued reserves

38 038

77 347

(39 309)

-51%

Short-term assets, total

Short-term liabilities, total Net working capital

5 042 137

3 303 482

1 738 655

53%

44 832 621

54 820 627

(9 988 006)

-18%

Payables turnover, days

Inventories turnover, days

Fig. 28. Balance structure, 2009/2010

15.52% 25.47%

9.24% 26.84%

0.86% Net working capital Fixed assets

0.32%

Long-term financial investments Long-term payables Capital assets and inventories Deferred tax liability

49.69% Balance structure as of 31 December 2010

7.95% Net working capital

8.14% 0.07%

Fixed assets Long-term financial investments Long-term payables Capital assets and inventories Deferred tax liability

49.93% Balance structure as of 31 December 2009

5.97%

Cash flow Table 37. WGC-3 cash flow from operations, investment and financial activities in different periods, million RUB Item

2010

2009

Change

Cash flow from operations

4 333

2 605

1 728

(10 182)

1 509

(11 691)

(6)

(5 849)

4 108

(9 957)

Cash flow from investment activities Cash flow from financial activities Currency translation differences Net cash

Fig. 29. Main sources of cash inflow and consumption of WGC-3 in different periods, million RUB

14 000

706

12 000

Other investments

3 005

10 000

Loans

8000

Construction in progress Other investments

6000

1 416

4000

945

Interest earned Deposits Operational

2000

2 897

140 11 986

4 333

4 439

8 832

2 605

2010 inflow

2010 consumption

2009 inflow

2009 consumption

Net Cash from Operational Activities Cash from operation mostly includes revenues for electricity, capacity and heat less operational expenses of WGC-3. Net increase of cash flow from operations in 2010 compared to 2009 amounted to 1 728 million RUB and was mostly caused by the growth of revenues and decrease of VAT and profit tax payments.

Net Cash Received from or Used for Investment Activities Net outflow of cash in 2010 amounted to 10 182 million RUB. The sources for investments were as follows: return of cash from deposits obtained as a result of additional placement of shares (positive balance of depositing/return from deposit), outstanding cash balance as of the beginning of 2010 and amortisation and depreciation. In 2010, the amount of 11 986 million RUB was allocated for new construction and retrofitting the operational plants. Besides that, a targeted investment loan was made by the WGC-3 subsidiary Ugolny Razrez LLC (Coal Strip Mine LLC) for the amount of 706 million RUB. Net inflow of cash in 2009 was 1 509 million RUB, including the interest received in the amount of 2 897 million RUB and positive balance from depositing/return from deposits in the amount 4 439 million RUB, and 3 005 million RUB of other investments. 8.832 million RUB was allocated for construction of new generating capacities and retrofitting and renovation of the operational capacities. Net decrease of cash flow from investments in 2010 compared to 2009 amounted to 11 691 million RUB which was mostly caused by growth of the amount of cash used for construction of new generating capacities and decreased interest earnings.

Net Cash Received from or Used for Financial Activities Net change of cash flow from financial activities in 2010 compared to 2009 amounted to 6 million RUB. In 2009 funds were used for financial lease, which did not exist in 2010.

Corporate Governance

Corporate Governance Underlying principles The WGC-3 corporate governance complies with the RF legislation, follows the recommendations of the Federal Commission for the Securities Market Corporate Governance Code, requirements of the Russian stock exchanges set for issuers, as well as uses best practices of Russian and international companies with the highest corporate governance standards.

The Company's corporate governance is based on the following principles: Observance and protection of shareholders rights; Equal treatment of shareholders; Timely and precise disclosure of information; Recognition of legal rights of interested parties; Accountability of the Company's management to the Board of Directors (BoD) and the General Meeting of Shareholders. Observance of the listed principles is supported by a number of factors, such as: relevant mechanisms in the Company's corporate governance structure, most of all, the Company's BoD committees (corporate governance, HR, remuneration, strategy and development, budget and audit) with independent directors; internal regulations and statutory documents approved by the BoD, including the JSC WGC-3 Corporate Governance Code, Informational Policy Regulation, Insider Information Regulation, Regulations on Existing BoD committees, etc. According to the Corporate Governance Code1, the Company assumes responsibility to disclose additional information in order to enhance and systematise corporate governance, ensure greater management transparency and confirm permanent willingness to follow appropriate corporate governance standards, and namely: the management of the Company should be carried out at an appropriate level of responsibility and accountability to maximise corporate value; BoD and executive bodies should work efficiently, acting in the interests of the Company and its shareholders (including minority shareholders) and create conditions for sustainable development and growth of corporate value; the Company should maintain appropriate disclosure of information, transparency and high performance of risk management and internal audit systems. The Company confirms the intention to facilitate development and improve appropriate corporate governance practice through acceptance, intermittent enhancement and meticulous compliance to the Corporate Governance Code regulations, Company Charter and other internal documents. Details of the Company's information disclosure principles are specified in the JSC WGC-3Â˛ Informational Policy Regulation; the new version of the Regulation was approved in 20103. This Regulation provides a detailed account of the procedure and terms of the Company's information disclosure, including mandatory and supplementary disclosure of information, according to the requirements of RF legislation.

JSC WGC-3 BoD decision dated 13 October 2006 (minutes No. 42). JSC WGC-3 BoD decision dated 13 October 2006 (minutes No. 42). 3 In accordance with the BoD decision (minutes No. 16 dated 24 March 2010) a new version of the WGC-3 Informational Policy was approved. 1 2

The Company observes the following principles of corporate information disclosure to interested parties: ensuring fullness and integrity of the disclosed information; prompt disclosure of information about all important facts of the Company's activities; restricting disclosure of information on the Company's internal documentation and sensitive business information, in accordance with RF legislation; public and wide-open disclosure of information. The Insider Information Regulation4 is a document, which regulates issues of the use of information on the Issuer's activities, Company's securities and securities transactions, which is not public and the disclosure of which can have a significant impact on the market value of the Issuer's securities. This Regulation contains a clear distinction between insider and public information, it also defines divisions and officials controlling the use of insider information. The regulation establishes procedure and terms for the Company's insiders regarding disclosure of information about the Company's securities transactions and defines the responsibility for improper disclosure and/or use of insider information.

Major corporate events in 2010 Date

Event

24 June

JSC WGC-3 General Meeting of Shareholders was held

6 December

WGC-3 shares trading started in RTS Standard

28 December

‘Ugolny Razrez’ LLC (an affiliate of WGC-3) acquired 100% of the charter capital of ‘Okino-Klyuchevsky Razrez’ LLC

28 December

Dissolution of OJSC ‘Motor Carrier’ was filed in the Unified State Register of Legal Entities (USRLE)

30 December

Dissolution of OJSC ‘Transservice’ was filed in the USRLE

30 December

Dissolution of OJSC ‘Transport enterprise of Kostromskaya TPP’ was filed in the USRLE

WGC-3 Board of Directors and BoD Committees* The Board of Directors of JSC WGC-3 is the general supervisor of the Company’s activities, with the exclusion of the issues related to the authorities of the General Meeting of Shareholders by Federal Law dated 'On Joint Stock Companies' and the Company Charter. The Company's BoD has a wide range of authorities, including determining the Company's priorities; convening and setting the agenda for General Meetings of Shareholders; electing the Company’s executive bodies; approving the Company’s internal financial and economic documents; making decisions on the management of the Company' SACs. The members of Company's BoD were elected at the Annual General Meeting of Shareholders of JSC WGC-3 held on 24 June 2010 (Minutes No.12 dated 29 June 2010). The WGC-3 Board of Directors has 11 members.

* As of 31 December 2010. 4 The Regulation on Insider Information was approved by the Board of Directors on 24 March 2010 (Minutes No. 16).

In order to maintain high standards of corporate management, committees of the WGC-3 Board of Directors were created and are focused on the following important issues of the Company operations:

Audit Committee of the Board of Directors (it is responsible for assessing candidates for auditors of the Company, assessing the auditors’ report and efficiency of the internal controls of the issuer, making proposals to enhance the controls, making recommendations to the Board of Directors related to Company audit and reporting) Corporate Management, HR and Remuneration Committee of the Board of Directors (it is responsible for making recommendations about the remunerations and compensations payable to the members of the Board of Directors and Sole executive, assessment of performance of the sole executive and collegial executive body of the Company, making recommendations related to convening, preparing and conducting General Shareholder Meetings, issues of participation of the Company in other organisations, information policy of the Company) Strategy and Development Committee of the Board of Directors (it is focused on the development and submittal of recommendations on the definition of priority lines of development, goals and principles of the Company’s strategic development; enhancement of the Company’s investment appeal; development of proposals for control over the implementation of the programmes and projects, approved budget of the Company, controls of production and maintenance operations of the Company) Budget Committee of the Board of Directors (the committee is responsible for preliminary assessment and development of recommendations to the Board of Directors on the issues of budgeting and business planning, dividend policy of the Company, dividends to be paid per share and payment procedure, use of the Company reserves, asset management structure, monitoring the implementation of budgets and business-plans approved by the Board of Directors)

Board of Directors of WGC-3 Chairman of the WGC-3 Board of Directors Oleg Pivovarchuk

First Deputy General Director, OJSC ‘MMC Norilsk Nickel’ Deputy Chairman of the WGC-3 Board of Directors

Oleg Surikov

Advisor to Deputy General Director – Head of Unit for Interactions with Government Authorities and Social Policy, OJSC ‘MMC Norilsk Nickel’ Members of the Board of Directors

Guennady Bauman

Director of IT Department, OJSC ‘MMC Norilsk Nickel’

Alexey Bashkirov

Chief Executive Officer, CJSC ‘The Holding Company INTERROS’

Natalya Gololobova

Head of Planning and Budgetary Control Division of Financial Department, CJSC ‘The Holding Company INTERROS’

Yanis Zenka

Head Lawyer, CJSC ‘The Holding Company INTERROS’

Vladimir Kiryukhin

General Director, ‘N+Development’ LLC

Vladimir Kolmogorov

General Director, JSC WGC-3

Maxim Sokov

Deputy General Director for Strategy and Corporate Development, CJSC 'RUSAL Global Management B.V.'

Vladislav Solovyov

First Deputy Director, subsidiary of CJSC 'RUSAL Global Management B.V.'

Sergey Fedorov

Director of Insurance Department, OJSC ‘MMC Norilsk Nickel’

Members of the WGC-3 Board of Directors do not have equities in the WGC-3 charter capital and do not own any common shares of WGC-3.

Board of Management of JSC WGC-3 Chairman of the WGC-3 Board of Management Vladimir Kolmogorov

General Director Deputy Chairman of the WGC-3 Board of Management

Vladislav Nazin

First Deputy General Director for Economy and Finance Members of the WGC-3 Board of Management

Alexandra Panina

Deputy General Director for Energy Markets

Andrey Gainanov

Financial Director

Alexey Khlebov

Deputy General Director for Technical Policy

Members of the WGC-3 Board of Management do not have equities in the WGC-3 charter capital and do not own common shares of WGC-3, except for Alexandra G. Panina, who owns 306 539 common shares of WGC-3 or 0.00065% of the WGC-3 charter capital).

Audit Committee of the WGC-3 Board of Directors Chairman of the Committee Guennady Bauman

Director of IT Department, OJSC ‘MMC Norilsk Nickel’ Committee Members

Natalya Gololobova

Head of Planning and Budgetary Control Division of Financial Department, CJSC ‘The Holding Company INTERROS’

Maxim Sokov

Deputy General Director for Strategy and Corporate Development, CJSC 'RUSAL Global Management B.V.'

Corporate Management, HR and Remuneration Committee of the WGC-3 Board of Directors Chairman of the Committee Oleg Surikov

Advisor to Deputy General Director – Head of Unit for Interactions with Government Authorities and Social Policy, OJSC ‘MMC Norilsk Nickel’ Committee Members

Yanis Zenka

Head Lawyer, CJSC ‘The Holding Company INTERROS’

Maxim Sokov

Deputy General Director for Strategy and Corporate Development, CJSC 'RUSAL Global Management B.V.'

Sergey Fedorov

Director of Insurance Department, OJSC ‘MMC Norilsk Nickel’

Strategy and Development Committee of the WGC-3 Board of Directors Chairman of the Committee Oleg Pivovarchuk

First Deputy General Director, OJSC ‘MMC Norilsk Nickel’ Committee Members

Alexey Bashkirov

Chief Executive Officer, CJSC ‘The Holding Company INTERROS’

Vladimir Kolmogorov

General Director, OJSC WGC-3

Maxim Sokov

Deputy General Director for Strategy and Corporate Development, CJSC 'RUSAL Global Management B.V.'

Oleg Surikov

Advisor to Deputy General Director – Head of Unit for Interactions with Government Authorities and Social Policy, OJSC ‘MMC Norilsk Nickel’

Budget Committee of the WGC-3 Board of Directors Chairman of the Committee Maxim Sokov

Deputy General Director for Strategy and Corporate Development, CJSC 'RUSAL Global Management B.V.' Committee Members

Sergey Fedorov

Director of Insurance Department, OJSC ‘MMC Norilsk Nickel’

Natalya Gololobova

Head of Planning and Budgetary Control Division of Financial Department, CJSC ‘The Holding Company INTERROS’

Audit Commission of WGC-3 In order to exercise control over the Company's financial and business activities, the General Meeting of Shareholders elected five members of the Audit Commission. The Audit Commission's activities are regulated by the legislation of the Russian Federation, the Company Charter and the Regulations on the JSC WGC-3 Audit Commission approved by the extraordinary General Meeting of Shareholders held on 29 July 2005 (Minutes No. 200). The WGC-3 Audit Commission meetings and the auditing of the Company's activities are conducted in compliance with the approved Audit Commission Work Plan. The main tasks of the Audit Commission are as follows: control over the Company's financial and economic activities; monitoring the compliance of the Company's financial and economic activities with the legislation of the Russian Federation and the Company Charter; independent evaluation of the Company's financial status. The Company's Audit Commission was elected at the annual General Meeting of Shareholders of JSC WGC-3 held on 24 June 2010 (Minutes No. 12 dated 29 June 2010).

WGC-3 Audit Commission Chairman of the Audit Commission Tatyana Borisova

Deputy Chief Accountant – Deputy Director of Department of Accounting, Tax Accounting and Financial Records, OJSC ‘MMC Norilsk Nickel’ Members of the Audit Commission

Elena Shestakova

Senior Manager of the Section for Internal Audit and Risk Analysis of the Audit and Monitoring Division, Internal Control Department, OJSC ‘MMC Norilsk Nickel’

Irina Kozelkova

Chief Specialist of the Section for Internal Audit and Risk Analysis of the Audit and Monitoring Division, Internal Control Department, OJSC ‘MMC Norilsk Nickel’

Yury Shutov

Head of the Department for Internal Control and Audit, JSC WGC-3

Maxim Mikhalenko

Deputy Chief Accountant – Deputy Director of Department of Accounting, Tax Accounting and Financial Records, OJSC ‘MMC Norilsk Nickel’

Management The WGC-3 Board of Management, a collegial executive body, is appointed by the Board of Directors and consists of five persons.

Current membership of the WGC-3 Board of Management

Vladimir Kolmogorov

Chairman of the WGC-3 Board of Management

Election date

BoD Minutes

General Director

09.02.2009

№ 7 dated 09.02.2009

23.04.2009

№ 14 dated 27.04.2009

Deputy Chairman of the WGC-3 Board of Management

Vladislav Nazin

First Deputy General Director for Economy and Finance

Members of the WGC-3 Board of Management Alexandra Panina

Deputy General Director for Energy Markets

22.07.2008

№ 120 dated 23.07.2008

Andrey Gainanov

Financial Director

23.04.2009

№ 14 dated 27.04.2009

Alexey Khlebov

Deputy General Director for Technical Policy

29.12.2009

№ 54 dated 29.12.2009

The activities of the Board of Management are regulated by the legislation of the Russian Federation, the Company Charter, the Regulations on the JSC WGC-3 Board of Management approved by the Annual General Meeting of Shareholders held on 26 June 2008 (Minutes No. 9 dated 2 July 2008) and the Company's other internal regulatory documents. The Regulations on the Board of Management stipulate that the meetings of the Board of Management shall be held in accordance with the Work Schedule and as often as necessary, but at least once per month. In fact, the Board of Management meetings during 2010 were conducted once every two or three days. The Board of Management meetings may be held either by joint attendance or by absentee voting. The key executives who significantly influence the Company's business and financial operations are listed below. Vladimir Kolmogorov

General Director

Vladislav Nazin

First Deputy General Director for Economy and Finance

Andrey Gainanov

Financial Director

Alexandra Panina

Deputy General Director for Energy Markets

Remuneration The procedure for paying remuneration to the members of the Board of Directors for participating in BoD work is stipulated by the Regulations on Remuneration and Benefits Paid to the JSC WGC-3 BoD Members, approved at the extraordinary Annual General Meeting of Shareholders on 24 June 2010 (Minutes No.12 dated 29 June 2010). The total amount of remuneration paid to the BoD members in 2010 amounted to 25 992 524 RUB. Remuneration was paid to the Members of the Board of Directors for participation in meetings in praesentia/in absentia immediately after the votes from the meetings are totalled, depending on whether the annual net income standard was met and market capitalisation increased. The remuneration is not paid if a BoD member did not participate in more than 50% of the meetings held (from the moment of his/her appointment until the termination of powers). The conditions and procedure for the members of the Board of Management to receive remuneration for their work are regulated by their Employment Contracts. In the 2010 fiscal year, payments to members of the Board of Management, including the Chairman of the WGC-3 Board of Management, amounted to 92 128 181 RUB. The conditions and procedure for the General Director to receive remuneration for his work are regulated by his Employment Contract and the Regulation on Financial Incentives of the Company's General Director, approved by JSC WGC-3 BoD on 13 February 2008 (Minutes No. 101 dated 19 February 2008).

Internal Audit Since 2008, the appraisal of internal control systems of WGC-3 has been delegated to the Department of Internal Control and Audit. The Department of Internal Control and Audit was created according to the decision of the BoD of WGC-3 (Minutes No. 138 dated 31 October 2008). This department is a business unit of the Company and is directly accountable to the General Director of JSC WGC-3. The key task of the Department for Internal Control and Audit is internal control and audit of financial and business operations and the appraisal of risk management performance of the Company and its subsidiaries and affiliated structures (SACs). It provides for the following: full and accurate financial and other statements; asset integrity and conservation of the Company's resources; effectiveness and efficiency of operations; timely reporting of the identified risks to the Companyâ&#x20AC;&#x2122;s management in order to introduce risk mitigation measures. The Department of Internal Control and Audit appraises efficiency and reliability of the internal audit system regarding financial and management reporting, as well as supervising operating activities (procurement. outsourcing, maintenance, investment and other activities). The Department of Internal Control and Audit operates according to work plans approved by the General Director of JSC WGC-3. The work plans of the Department of Internal Control and Audit take into account proposals from the WGC-3 division managers. In 2010, the Department of Internal Control and Audit focused on performing inspections (audit) of various financial and business operations of WGC-3 divisions and SACs within the framework of further supervision.

The Department of Internal Control and Audit performed inspections of financial and business operations of four WGC-3 subsidiaries and five SACs in 2010. One targeted inspection of the executive and administrative office was held to check the implementation of follow-up actions aimed at eliminating/minimising risks identified in the course of previous inspections. In addition to scheduled inspections and audits, the Department of Internal Control and Audit performed a number of actions initiated by the General Director, including the actions related to the ongoing supervision of adherence to contractual commitments by EPC contractors for the construction of new power in the framework of the Investment Programme.

The deficiencies and weaknesses identified through audits and other ongoing inspections will be jointly addressed by the Department of Internal Control and Audit and managers of operating units of JSC WGC-3. These authorities will develop recommendations aimed at eliminating of deficiencies and weaknesses, improving supervision environment and optimisation of the existing business processes. The results of internal audits (reports and conclusions) are forwarded directly to the General Director of JSC WGC-3 who makes the appropriate managerial decisions regarding the elimination of deficiencies, charging responsible officials, as well as improving the existing business processes and the WGC-3 internal control and audit system.

Subsidiaries and Affiliated Companies (SACs) of JSC WGC-3 The Company has 14 subsidiaries and 2 affiliated companies, and namely: 6 SACs deal with repairs and maintenance of process equipment; 4 SACs operate in the heating business; 2 SACs specialize in coal mining; 4 SACs operate in other business areas. The management of the Company follows relevant corporate procedures and maintains high corporate governance standards. Members of the SAC's Boards of Directors are appointed by the Company's BoD. JSC WGC-3 BoD, in accordance with the Company Charter, takes an active part in SAC management through determining the policies on key issues of financial and economic activities of SACs. Structure of WGC-3 SACs OJSC 'WGC-3'

JSC 'Remservice KGRES'

JSC 'Energoservice'’

JSC 'KER'

JSC ‘Karanor energoremont'

JSC 'Energia-1'

JSC RUSIA Petroleum

JSC 'RSP TPK KGRES'

‘Ugolny Razrez’ LLC

JSC 'TSK'

JSC 'Kommunalnik'

JSC 'YTSK'

Plug Power Inc.

JSC 'Vodokanal KGRES'

‘ROK’ LLC

JSC 'Hotel KGRES'

OSC 'Remstroy KGRES'

Improvement of Corporate Governance Practices All important issues which are beyond the scope of the day-to-day operations management are addressed at Meetings of the Board of Directors or at Shareholders Meetings.

Since the Company acquired a status of a public company and up to the present, the Company's Management has been constantly improving corporate governance mechanisms and increasing the transparency.

The Company endeavours to formalise the relations between the participants of corporate governance through adopting regulatory documents. At the time being, the following corporate bylaws are in force in JSC WGC-3: the Corporate Governance Code, the Regulation on the Procedure for Preparation and Holding of the General Meeting of Shareholders, the Regulation on the Assembly Procedure and Holding of Board of Directors Meetings, the Regulation on the Board of Management, the Regulation on the Audit Commission, the Regulation on Insider Information, the Regulation on Informational Policy, the Regulation on Dividend Policy.

The top priority task is to ensure the equality of all shareholders and to avoid impairment of rights and interests of minority shareholders. The Company's shareholders have an opportunity to supervise the Company's activities, however major shareholders should not interfere in the Company's operations. Safeguarding interests of the Company's shareholders is ensured through the competent recognition of rights to the Company's securities. The Company signed an agreement for the keeping a register of security holders with an independent registrar, CJSC CJSC 'Computershare Registrar'.

In order to avoid conflicts of interest, the Company's BoD includes nine independent directors. Members of the BoD, who have an interest in certain transactions, cannot take part in voting on such transactions.

Securities, Equity Market and Bonds The Company’s capital stock is estimated at 47 487 999 252 RUB and is divided into 47 487 999 252 common shares par value 1 rouble each. As of 31 December 2010, the share of OJSC ‘MMC Norilsk Nickel’ in the Company's charter stock amounted to 65.16%.The Company's balance includes treasury shares, which amount to 4.14% of the charter capital. As of 31 December 2010, the total number of the Company's shareholders amounted to 293 165, including 29 nominees. Table 38. WGC-3 equity capital structure

Number of equities and share in capital stock as of: 1 January 2010

Name of security holder Individuals

31 December 2010

Share in capital stock, %

Number

Share in capital stock, %

Number

1 610 309 605

3.39

1 563 604 750

3.29

50 877 837

0.11

54 412 714

0.11

Nominees

14 666 973 887

30.89

12 573 243 865

26.48

OJSC ‘MMC Norilsk Nickel’

28 807 260 805

60.66

30 944 160 805

65.16

1 966 180 818

4.14

1 966 180 818

4.14

386 396 259

0.81

386 396 259

0.81

47 487 999 252

100

47 487 999 252

100

Legal entities

Treasury shares Trustees State ownership Total

Fig. 30. WGC-3 equity capital structure

0.81%

State ownership

as of 31 December 2010

26.48%

65.16 %

OJSC ‘MMC Norilsk Nickel’

0.11%

Nominees

Legal entities

4.14%

3.29%

Treasury shares

Individuals

Issue and flotation of equities Equities floated by the Company have a state registration number: 1-01-50079-A dated 18 January 2005. Additional issue No. 1-01-50079-А-009D dated 26 December 2006 was joined with the principal issue No. 1-01-50079-А dated 18 January 2005, based on the Decree of the Federal Financial Markets Service No. 07-1574/pz-i dated 17 July 2007. Starting from early February 2006, the Company's equities were introduced to stock exchanges, and namely RTS and MICEX, through being put on the list of securities traded without preliminary listing. Since 15 June 2006, the WGC-3 shares have been included in the RTS index based on 50 securities of the most capitalised Russian companies. In June and July of 2006, the Company's equities underwent the listing procedure and were included in category 'B' floatation lists of RTS (23 June 2006) and MICEX (12 July 2006) stock exchanges. In April 2007, WGC-3 registered common shares were included in the calculation of the MICEX index calculated on the basis of 30 most liquid equities of Russian issuers. Table 39. Minimum and maximum quotes of the Company's common shares in 2010 Stock exchange MICEX RTS

Max (RUB)

Min (RUB)

Price as of 31 December 2010

Trading volume (number)

Trading volume (RUB)

Total number of transactions, number

2.273

1.271

1.698

6 486 181 100

11 139 397 810

245 127

1.251

1.609

573 684

1 023 027

Table 40. Changes in the price of the Company's common shares in 2010 (source – MICEX) Year 2010

3 months

6 months

9 months

1 year

39.6%

11.5%

12.7%

16.2%

Trading summary for the Company's equities In the period from January to December 2010, the average monthly trading volume of the Company's equities at MICEX amounted to 45 443 RUB, and the total number of transactions reached 245 127. In the period from January to December 2010, the average monthly trading volume of the Company's equities at RTS amounted to 36 537 RUB, and the total number of transactions reached 28. JSC WGC-3 market capitalisation value calculated according to MICEX data as of 31 December 2010 amounted to 80 634 622 730 RUB.

Fig. 31. Comparative dynamics of WGC-3 common shares and MICEX composite index in 2010

WGC-3, %

MICEX Index, %

Global depository receipts for the WGC-3 shares In July 2008, JSC WGC-3 adopted a sponsored global depository receipts programme (GDF) as per Regulation S and Rule 144A of the US securities legislation. The Depository is the Bank of New York Mellon. The GDR circulation under Regulation S takes place on the OTC securities market outside the US. Global depository receipts under Rule 144A could only be bought by professional buyers (institutional investors) in the PORTAL trading system (USA). Every GSR certifies the right to 50 common shares of JSC WGC-3. According to the FFMS decision, the number of shares of JSC WGC-3 that are circulated outside of the RF through placement of foreign securities shall not exceed 9 501 491 247 (20% of the Company's charter stock). As of 31 December 2010, the number of issued GDRs amounted to 0.03% of the WGC-3 charter stock. In 2006 the Merchant Bank 'Gazprombank' organised the Company's initial placement of bonds on MICEX. In the framework of the firm offer liabilities the Company repurchased the entire stock of the bonds from the stockholders who had presented the bonds for buy-out.

Table 41. JSC WGC-3 bonds Number of bonds

Issue No.

3 000 000 par value 1 000 RUB/pc

Total volume, RUB

3 000 000 000

Issue registration and Issue summary

Method and period of placement

4-01-50079-А dated 23 November 2006 Public offering placement (documented inconvertible interest-bearing Redemption date: on 1 820th (one bonds, series 01 with mandatory centralised thousand, eight hundred twentieth) custody) – the Federal Financial Markets day from the date of bond placement. Service of Russia. Issue summary report is registered on 11 January 2007.

Dividends According to the JSC WGC-3 Charter, dividends are paid in cash. The decision on dividend payment is made at the General Meeting of Shareholders. The deadline for dividend payments is determined at the Annual General Meeting of the Company's Shareholders but the deadline cannot exceed 60 days after such a decision is made. Table 42. Dividend payments by WGC-3 Date of the General Meeting, No. of Minutes 28 October 2005, Minutes No. 207

Dividend period

Payment deadline

Amount of announced dividends per share (RUB)

Amount of announced dividends (RUB)

Total amount of dividends, paid on shares (RUB)

Reasons for failure to pay dividends or payment of dividends not in full None

9 months of 2005

February to March 2006

0.132895

221 002 000

8 May 2007, Minutes No. 5

2006

July 2007

0.0237385

700 000 870.25

As of 31 December 2010: 700 000 870.25 (including 2 312 081.98 written off as past due)

–

26 June 2008, Minutes No. 9

2007 August 2008

0.00736402913

334 904 000.33

As of 21 December 2010: 334 203 542.55

invalid data in the questionnaires of registered parties

Major Risks of the Issuer Legal risks Currency exchange regulation: No effects of changes in the legislation concerning currency regulation and controls and appearance of associated legal risks in operations of WGC-3 are expected, since the issuer did not perform any operations beyond the boundaries of the Russian Federation. Tax regulation: No substantial changes of taxation law associated with the change of tax rates and taxation procedures applicable to JSC WGC-3 occurred in 2010. Therefore, the risk of WGC-3 being exposed to taxation charges is insignificant. In the event of any change of this situation, the Company intends to plan its financial and operating activities taking into account possible changes of the legislation. Customs regulation: No changes of custom procedures and duties capable of creating legal risks affecting JSC WGC-3 occurred in 2010. Licensing requirements: No changes of the legal requirements to licensing of the WGC-3 core activities or licensing the rights for usage of limited circulation objects occurred in 2010, and therefore the legal risks associated with such changes are minimal. In the event of changes of the legal requirements to licensing of some of the Company’s activities, the Company will take the necessary actions to obtain the required licenses and permits. Thus, the probability of occurrence of the legal risks affecting the WGC-3 operations shall be minimised. Court practices: Analysis of the court practices established in 2010 in relation to the issues associated with commercial and financial activities of the Company revealed no significant changes. Therefore the probability of occurrence of the legal risks affecting the WGC-3 core operations due to change of legal practices is considered to be insignificant.

Issuer’s risks Decree No. 89 of 24 February 2010 ‘On some issues of long-term power appropriation on a competitive basis on the wholesale electricity (capacity) market’ passed by the Russian Federation Government specified the procedures for selling capacity on the wholesale electricity (capacity) market. The ‘Rules of wholesale electricity (capacity) market for the transition period’ approved by the Resolution No. 643 dated 24 October 2003 of the Russian Federation Government includes new sections establishing the key provisions for circulation of the generating capacities on the wholesale market starting from 1 January 2011 (mostly prescribing the requirements to the seller of capacity related to maintaining availability of the generating equipment for generation of electricity, including equipment certification procedures), as well as the procedures for competitive selection of price quotes for capacity transactions and specifics of its circulation on the wholesale market (periods and timeframe of submission of time quotes, procedures for determining the capacity price based on the results of competitive selection). The specifics of capacity trade with the use of generating capacities providing capacity in the ‘forced mode’ (i.e. conditional to compliance with special technical parameters of operation) and mobile generating capacities, specifics of procurement of capacity from the organisations participating in the wholesale market and involved into electricity import operations in the competitive capacity appropriation and supply procedures were also established. According to the amendments made to the ‘Rules for taking the power industry facilities out of operation for maintenance’ approved by the Russian Government decree No. 484 of 26 July 2007, the procedure of payment for the electric capacity generating facility of some categories taken out of operation and maintained operable was established.

The Ministry of Energy of the Russian Federation and some other federal executive authorities were tasked to develop and approve the regulations, codes and standards regulating, in particular, the procedure for determining the capacity demand for the purpose of long-term allocation of capacity in the competitive environment, procedures for determining the planned coefficient of power reserve in the zones of free electricity (capacity) transfer, order of determining the coefficients used in case of failure of the supplier to comply with the requirements related to availability of the generating capacities for electricity generation and for determination by the system operator of the capacity actually supplied to the wholesale market.

The Russian Government Decree No. 376 of dated 31 May 2010 ‘On amendments made to the Russian Government Decree No. 109 of 26 February 2004’ specifies the procedures for regulation of heat and electricity tariffs with the use of the return on invested capital method. Appropriate changes introduced into the ‘Bases of price formation for electricity and heat in the Russian Federation’ (Russian Government Decree No. 109 of 26 February 2004) are related, in particular, to the procedure and consequences of a decision on extension of the first long-term period of regulation being approved by executive authorities of the Russian Federation subject for tariff regulation and by the FTS of Russia, possibility and procedure of increase by the executive authorities of the Russian Federation subject for tariff regulation of the return on investment rate by the regional profit coefficient, order of correction of tariffs for the next year of the specified longterm regulation period. The procedure for calculating the required gross revenues of the organisations performing regulated activities for the cases if the investment projects included into the investment programme were not implemented; the nomenclature of parameters included into the necessary gross revenues was also refined. The concept of ’investment capital base’ was introduced, i.e. the value of the investment capital used for definition of regulated tariffs for the next period of regulation according to the guidelines on tariff regulation with the use of the return on invested capital method, and procedures for recalculation of returns on investment for next years was established. The changes made to the ‘Rules of state regulation and application of heat and electricity tariffs in the Russian Federation’ approved by the Russian Government Decree No. 109 of 26 February 2004 refined the procedures of establishing the tariffs with the use of the aforementioned the return on invested capital method in relation to territorial grid companies and of communicating the decision about establishing the tariffs to the organisations performing regulated activities. The Russian Government Decree No. 609 of 9 August 2010 ’On amending the standards of information disclosure by the subjects of wholesale and retail markets of electricity’ introduced changes into the scope of information to be disclosed by the subjects of wholesale and retail markets of electricity and the disclosure procedures. The information to be disclosed by the subjects of wholesale and retail markets of electricity included the structure and scope of expenses for production and distribution of the products and services. As for the annual financial (accounting) statements and auditor reports, they will have to be published not only in official printed matter, but also in the electronic mass media, on the official web sites of the subjects of electricity market, as well as posted on any other official web site as determined by the Russian Federation Government. The deadlines for publishing changes to the information disclosed earlier were established. The time limits are 30 calendar days to publish a change notice in the official printed matter and 5 days for publishing them in the Internet. The Market Council (wholesale electricity market management body) established an information disclosure standard. The information to be disclosed by the Council included, in particular, the information about the members of the market supervisory board, about the source of official publication of the rules of the wholesale market, about the form of agreement on joining the wholesale trade system, etc. The aforementioned information is to be published in electronic mass media within certain time frame.

The Federal Law No. 401-FZ of 28 December 2010 ‘On amendments to the Federal Law ‘On Electric Energy’ and certain statutory instruments of the Russian Federation regulates contractual relations between the players of the wholesale electricity market. It is established that the subjects of the wholesale electricity markets acting as suppliers of capacity have to provide capacity under purchase and sale agreements, capacity supply agreements made as prescribed by the rules of the wholesale market, inclusively with the use of the generating facilities included in the list of the Government of the Russian Federation. The buyers of electricity on the wholesale market or other persons wherever stipulated by the rules of the wholesale market must, in their turn, purchase capacity under purchase and sale agreements or capacity supply agreements also made as prescribed by the rules of the wholesale market. Concluding purchase and sale agreements or capacity supply agreements and making interrelated deal is compulsory for the said subjects of the wholesale market and for other persons and organisations of technical and commercial infrastructure of the wholesale market in the cases prescribed by the rules of the wholesale market. The Government of the Russian Federation is granted the power to authorise substantial conditions of agreement on joining the trade system of the wholesale market of electricity and capacity. It is also established that the transactions that are compulsory in accordance with the Federal law and other enactments and settlements for which are made per the prices defined as prescribed by the Russian Federation Government or per prices and tariffs set by the federal executive authority authorised by the Russian Federation Government are not related to the transactions to which the rules of concluding ‘large scale transactions’ apply or transactions in the interest of a limited number of shareholders of a joint stock company as defined by the Federal Law ‘On joint stock companies’. Decree of the FTS of Russia No. 483-e of 13 October 2010 ‘On approval of the methodology of defining the capacity prices for power generating facilities for which the highest price quotes were indicated in the applications for competitive allocation of capacity taking into account predicted profits (losses) from electricity sales including the procedures of presentation of materials needed for defining the said price’ regulates calculation of the price for capacity, the suppliers of which asked for the highest price in the price quotes for competitive capacity allocation. The formula for calculating the price includes, in particular, allocations for amortisation and depreciation of property, plant and equipment, labour costs, taxes, security expenses, prime cost of generation of heat or electricity and expenses for financing the capital investments calculated taking into account a number of factors associated with the forecast generation of electricity in different subjects of the Russian Federation and forecast profits or losses. The procedure of submitting the materials needed for capacity price definition in such cases, e.g. the list of documents to be submitted and submittal deadlines, was also established. Decree of the FTS of Russia No. 259-e/5 of 26 October 2010 ‘On amendments and additions to the Formulae of indexing the regulated prices (tariffs) for electricity (capacity), order of their application and order of determining the planned and actual parameters used in these formulae, approved by Decree of the FTS of Russia No. 268-e/1 of 30 October 2010’ refined the procedures for indexing regulated electricity (capacity) prices used in the electricity (capacity) purchase and sale agreements. In order to determine the dependence of the regulated prices and tariffs for the supplied electricity upon the forecast inflation rate for the year, changes of fuel prices, tax rates and levies, as well as on electricity generation process specifics, Decree of the FTS of Russia No. 268-e/1 of 30 October 2009 approved the formulae for indexing the prices (tariffs) and the procedures of their application and of determination of parameters used therein. Changes were made to these formulae concerning definition of certain parameters, such as specific costs related to financing the capital investments at the cost of profits, planned fuel consumption, cost of the natural gas consumed by the electricity suppliers, the amounts of income shortage or surplus due to deviations of actual parameters from the planned ones taken credit for in the electricity tariffs. In particular, connection of some parameters to the values of

2007 or 2008 was excluded by the introduced changes. Beside that, procedures of application of coefficients taking into account the ratios of certain parameters defined in the forecast balance of the electricity market for 2007 and forecast balance of the electricity market for 2010 to determine the indexed prices (tariffs) for generating capacities in 2011 were established for the suppliers of the wholesale electricity market located in the territories united into price zones. By Decree of FAS of Russia No. 515 of 10 September 2010 â&#x20AC;&#x2DC;On approval of the methodology of verification of compliance of the price quotes for capacity sales with the economic justifiability requirementâ&#x20AC;&#x2122;, the Federal Antimonopoly Service approved the methodology of verification of economic justifiability of the price quotes submitted by the capacity suppliers on the wholesale electricity (capacity) market.

In order to determine the compliance of the capacity price quotes submitted in relation to the generating facilities within competitive capacity allocation procedures with the requirement of economic justifiability, FAS of Russia used the returns on investment capital method taking into account some specific aspects (list and time of the expenses incurred by the supplier) and the criterion of minimisation of the overall capacity cost taking into account the information about forecast market prices for capacity, cost of alternative investment projects and energy saving measures. The aforementioned changes of regulation of the WGC-3 core business activities affect the organisation of activities of JSC WGC-3 and price formation on the electricity and capacity market. However, the risk of losses caused to WGC-3 by such changes remained minimal during 2010.

Corporate Report

Attachment 1

Attachment 1 Corporate Report

The Board of Directors elected at the Annual General Meeting of Shareholders of JSC WGC-3 on 22 June 2009 (Meeting Minutes No. 11)*:

WGC-3 BoD Chairman until 22 March 2010: Kirill Parinov Date of birth: 1967 Education: higher Deputy Director General OJSC ‘MMC Norilsk Nickel’

WGC-3 BoD Chairman until 22 March 2010: Oleg Pivovarchuk Date of birth: 1953 Education: higher First Deputy General Director OJSC ‘MMC Norilsk Nickel’

WGC-3 BoD Deputy Chairman: Oleg Surikov Date of birth: 1970 Education: higher Director of Corporate Department OJSC ‘MMC Norilsk Nickel’

WGC-3 BoD Members: Alexander Orelkin

Date of birth: 1958 Education: higher Chief Expert of Property Division of Corporate Department OJSC ‘MMC Norilsk Nickel’

Dmitry Kostoev

Date of birth: 1973 Education: higher Deputy General Director – Head of Economy and Finance Unit OJSC ‘MMC Norilsk Nickel’

Natalya Gololobova

Date of birth: 1969 Education: higher Head of Planning Division of Department for Finance CJSC ‘The Holding Company INTERROS’

Yanis Zenka

Date of birth: 1982 Education: higher Head of Accounting and Property Management Section, Division for Corporate Projects of Legal Department CJSC ‘The Holding Company INTERROS’

Sergey Emdin

Date of birth: 1971 Education: higher Director General, OJSC ‘Irkutskenergo’

*WGC-3 BoD member’s position on the date of election.

Anton Cherny

Date of birth: 1972 Education: higher Deputy General Director for Investments CJSC ‘The Holding Company INTERROS’

Vladislav Solovyov Date of birth: 1973 Education: higher General Director ‘N+Development’ LLC

Maxim Sokov

Date of birth: 1979 Education: higher Director for Investments in OJSC ‘MMC Norilsk Nickel’ CJSC 'RUSAL Global Management B.V.'

The Board of Directors elected at the Annual General Meeting of Shareholders of JSC WGC-3 on 29 June 2010 (Meeting Minutes No. 12): WGC-3 BoD Chairman: Oleg Pivovarchuk

Date of birth: 1953 Education: higher First Deputy General Director OJSC ‘MMC Norilsk Nickel’

WGC-3 BoD Deputy Chairman: Oleg Surikov

Date of birth: 1970 Education: higher Advisor to Deputy General Director – Head of Unit for Interactions with Government Authorities and Social Policy OJSC ‘MMC Norilsk Nickel’

WGC-3 BoD Members: Sergey Fedorov

Date of birth: 1962 Education: higher Director of Insurance Department OJSC ‘MMC Norilsk Nickel’

Guennady Bauman Date of birth: 1971 Education: higher Director of IT Department OJSC ‘MMC Norilsk Nickel’

Alexey Bashkirov

Date of birth: 1977 Education: higher Chief Executive Officer CJSC ‘The Holding Company INTERROS’

Attachment 1 Corporate Report

Vladimir Kolmogorov Date of birth: 1953 Education: higher General Director JSC WGC-3

Vladimir Kiryukhin

Deputy Chairman of the JSC WGC-3 Board of Management: Vladislav Nazin Date of birth: 1966 Education: higher

Date of birth: 1956 Education: higher General Director ‘N+Development’ LLC

Positions held in the last 5 years and current positions (including part-time jobs):

Natalya Gololobova

from 2009 to date JSC WGC-3, First Deputy General Director for Economy and Finance

Date of birth: 1969 Education: higher Head of Planning and Budgetary Control Division of Financial Department CJSC ‘The Holding Company INTERROS’

Yanis Zenka

Date of birth: 1982 Education: higher Senior Lawyer CJSC ‘The Holding Company INTERROS’

Vladislav Solovyov

Date of birth: 1973 Education: higher First Deputy Director, subsidiary of CJSC 'RUSAL Global Management B.V.'

2008 - 2009 OJSC ‘IDGC of Centre’ (Interregional Distribution Grid Company of the Centre), Member of the Management Board 2007 - 2009 OJSC ‘IDGC of Centre’, Deputy General Director for Capital Construction 2006 - 2007 OJSC ‘IDGC of Centre’, Deputy General Director for Investment and Logistics, Director for Investment and Logistics 2005 - 2006 OJSC RAO UES of Russia, Deputy Manager of Financial Controlling Project Team

Maxim Sokov

Date of birth: 1979 Education: higher Deputy General Director for Strategy and Corporate Development CJSC ‘RUSAL Global Management B.V.’

Board of Management of JSC WGC-3: Chairman of the JSC WGC-3 Board of Management Vladimir Kolmogorov

Date of birth: 1953 Education: higher General Director JSC WGC-3

Positions held in the last 5 years and current positions (including part-time jobs): from 2009 to date JSC WGC-3, General Director, BoD member 2007-2009 CJSC ‘Distributed energy’, General Director 2005-2006 ‘EuroSibEnergo-Engineering’ LLC, General Director

Member of the JSC WGC-3 Board of Management: Alexandra Panina Date of birth: 1977 Education: higher

Positions held in the last 5 years and current positions (including part-time jobs): from 2009 to date JSC WGC-3, Deputy General Director for energy Markets from 2009 to date OJSC ‘RSP TPK KGRES’, BoD Chairman from 2009 to date OJSC ‘Vodokanal KGRES’, BoD Chairman from 2009 to date OJSC ‘TSK’, BoD Chairman from 2009 to date OJSC ‘Kommunalnik’, BoD Chairman from 2009 to date OJSC ‘Energia-1’, BoD Chairman from 2009 to date OJSC ‘YuTSK’, BoD Chairman

Attachment 1 Corporate Report

2008 - 2008 JSC WGC-3, Director for Electricity and Heat Sales at the WMEC 2007 - 2008 OJSC RAO UES of Russia, Deputy Managing Director of Business Unit No.1 2005 - 2007 OJSC RAO UES of Russia, Head of Organisation Centre of Electric Power Engineering Entities at Business Unit No.1

Member of the JSC WGC-3 Board of Management: Andrey Gainanov Date of birth: 1975 Education: higher

Positions held in the last 5 years and current positions (including part-time jobs): from 2009 to date JSC WGC-3, Financial Director 2007 - 2009 Moscow Subsidiary of CJSC 'RUSAL Global Management B.V.', Director of Control Systems Department 2007 - 2007 Moscow Subsidiary of CJSC 'RUSAL Global Management B.V.', Plant Management Financial Director of ‘RUSAL Krasnoyarsk’ 2005 - 2007 OJSC 'Krasnoyarsk Aluminium Smelter’, Financial Director

Member of the JSC WGC-3 Board of Management: Alexey Khlebov

Date of birth: 1971 Education: higher

Positions held in the last 5 years and current positions (including part-time jobs): from 2010 to date OJSC ‘Tulenergoremont’, BoD Member from 2009 to date OJSC ‘Energoservice’, BoD Chairman from 2009 to date OJSC ‘KER’, BoD Chairman from 2009 to date OJSC ‘Kharanorenergoremont’, BoD Chairman from 2009 to date OJSC ‘Remservice KGRES’, BoD Chairman 2009 - 2010 JSC WGC-3, Deputy General Director for Technical Policy 2006 - 2009 JSC WGC-2, Deputy General Director for OJSC ‘Serovskaya GRES’, Director of Subsidiary ‘Serovskaya GRES’ 2005 - 2006 OJSC ‘Serovskaya GRES’, Managing Director

Compliance of JSC WGC-3 with the Corporate Governance Code of the Federal Financial Markets Service

Attachment 2

Attachment 2Â

Attachment 2 Compliance of JSC WGC-3 with the Corporate Governance Code of the Federal Financial Markets Service

№

Provision of the Corporate Governance Code

Complied/Not Complied

Notes

General Meeting of Shareholders

Complied

According to item 2.3 of the Regulations on preparation and conduct of the WGC-3 General Meeting of Shareholders, the sole executive body provides for notification of shareholders about the General Meeting in compliance with the procedure and terms specified by the Board of Directors and the Company’s Charter. In compliance with the WGC-3 Charter, the notification on the General Meeting of Shareholders is published in the Izvestia newspaper and is posted on the Company’s web site not later than 30 (thirty) days prior to the meeting, unless a longer term is stipulated by the Federal Law ‘On joint stock companies’.

Complied

According to item 4, Article 51 of the Federal Law ‘On joint stock companies’, the list of persons eligible to participate in the Meeting shall be made available by the Company at the request of the persons included in such list and having at least 1% of the votes. The personal data and mailing address of the individuals on the list are made available only at the consent of these individuals.

Access of the shareholders to information (materials) to be provided during the preparation for the General Meeting through electronic media, including the Internet.

Complied

In compliance with paragraph 1 of item 11.7 of the WGC-3 Charter, information (materials) on the issues of the agenda of the General Meeting of Shareholders, shall be placed on the Company’s Internet web site no later than 10 (ten) days prior to the General Meeting of Shareholders. This information (materials) shall be available to the individuals participating in the General Meeting of Shareholders during holding it.

Possibility for a shareholder to put an issue on the agenda of the General Meeting or require a General Meeting to be called without presenting an extract from the shareholder register where title to shares is recorded in the shareholder register system, and by presenting only a statement from the deposit account where the title to shares is recorded in a deposit account.

Complied

When receiving proposals for the agenda items of the General Meeting of Shareholders, including the proposed nominees for membership in the Board of Directors, JSC WGC-3 at its own discretion makes an enquiry in the shareholder register system.

Presence in the Charter and internal documents of the Company of the requirement on mandatory presence of CEO, members of the managing board, members of the BoD, members of the audit commission and the Company's auditor at the General Meeting of Shareholders.

Not complied

The Charter and by-laws of the Company do not envisage mandatory presence of the said persons at the General Meeting of Shareholders. However, these persons virtually participate in the Company’s General Meetings of Shareholders.

Obligatory presence of the nominees for the positions of members of the Board of Directors, the CEO, members of the Management Board, members of the Audit Commission and external auditor during consideration by the General Meeting of their election and appointment.

Partially complied

Normally, only the nominees for the positions of members of the Board of Directors are present during consideration by the General Meeting of their election. Election of the General Director and the members of the Board of Management pertains to the competence of the Board of Directors of JSC WGC-3.

Complied

According to item 3.1.1 of the Regulations on preparation and conduct of the WGC-3 General Meeting of Shareholders, the registration of eligible participants is performed by the Company’s Registrar at the Meeting venue indicated in the notice on the General Meeting of Shareholders. In such a case, the Registrar acts as ballot committee. The registration of eligible participants starts at the time indicated in the notice on the General Meeting of Shareholders.

Not less than a 30-day prior notice of a General Meeting shall be given to shareholders regardless of the issues on the agenda, unless legislation provides for a longer notice.

Access of the shareholders to the list of persons entitled to attend the General Meeting, starting from the date of announcement of the General Meeting until the closing of the General Meeting held in person, and in the case of a General Meeting held by correspondence – until the deadline for the collection of voting ballots.

The by-laws of the company establish a registration procedure for the participants at the General Meeting.

Attachment 2 Compliance of JSC WGC-3 with the Corporate Governance Code of the Federal Financial Markets Service

№

Provision of the Corporate Governance Code

Complied/Not Complied

Notes

Board of Directors 8

The company’s Charter provides for the authority of the Board of Directors to approve annual financial statements and operating plans.

Complied

The company has a risk management procedure approved by the Board of Directors.

Not complied

The company’s Charter provides for the right of the Board of Directors to make a decision on suspending the authorities of the CEO appointed by the General Meeting.

In accordance with item 15.1 of the WGC-3 Charter, the Board of Directors is responsible for approval of the Company’s annual budget and a report on the budget implementation. Within the framework of the annual budget, targeted values of the key performance indicators are approved.

Not applicable

According to item 15.1 of the WGC-3 Charter, appointment of the CEO and termination of the CEO’s powers, including the terms and condition of the CEO’s employment contract, pertain to the competence of the Board of Directors, and not to the authority of the General Meeting of Shareholders.

The Charter of the company provides for the right of the Board of Directors to establish requirements for the qualifications and the level of compensation of the CEO, members of the Management Board, and managers of the key structural divisions of the company.

Partially complied

In compliance with item 15.1, sub-item 12 of the WGC-3 Charter, the Board of Directors is authorised to establish the terms and conditions of the CEO’s employment contract. According to item 15.1, sub-item 13 of the WGC-3 Charter, the Board of Directors is authorised to determine the number of members of the Board of Management, to elect the Board of Management members, to establish the level of compensation of the members of the Board of Management, as well as to terminate their authorities.

The company’s Charter provides for the right of the Board of Directors to approve the terms of the contracts with the CEO and members of the Management Board.

Complied

In accordance with item 20.5, sub-item 20 of the WGC-3 Charter, the Company’s Board of Directors establishes the terms and conditions of contracts with the CEO and the Board of Management members.

The Charter and by-laws of the company contain a requirement that votes of the members of the Board of Directors who act as the CEO and members of the Management Board should not be taken into account when the terms of the contracts with the CEO (managing entity, manager) and members of the Management Board are approved.

Not complied

The Charter and by-laws of JSC WGC-3 do not contain this requirement. At the time being, the CEO (General Director) is a member of the WGC-3 Board of Directors.

The Company’s Board of Directors includes 9 independent directors meeting the requirements of the Code of Corporate Conduct: Oleg Pivovarchuk Oleg Surikov Guennady Bauman Alexey Bashkirov Natalya Gololobova Yanis Zenka Vladimir Kiryukhin Maxim Sokov Vladislav Solovyov

The Board of Directors includes at least 3 independent directors meeting the requirements of the Code of Corporate Conduct.

Complied

There are no persons on the Board of Directors convicted of committing offences in the sphere of economic activity; against the government, against interests of the federal, regional and local government service; or that have been subjected to administrative penalties for offences in the sphere of entrepreneurial activities or in the sphere of finance, taxes and levies and the securities market.

Complied

There are no persons on the Board of Directors who serve as members, the CEO (manager), members of the management body or employees of any competitor of the company.

Complied

Attachment 2 Compliance of JSC WGC-3 with the Corporate Governance Code of the Federal Financial Markets Service

Complied/Not Complied

Notes

There are no persons on the Board of Directors who serve as members, the CEO (manager), members of the management body or employees of any competitor of the company.

Complied

According to item 10 of the WGC-3 Charter, at the General Meeting of Shareholders the votes are cast in line with principle ‘one voting share – one vote’, except for cumulative voting on the nominees to the Company’s Board of Directors.

The by-laws of the company include the obligation of the members of the Board of Directors to refrain from any actions that will or may potentially lead to a conflict of interests with the company, and in the case of such conflict – their obligation to disclose information on such conflict to the Board of Directors

Not complied

The by-laws of the company contain a responsibility of members of the BoD to give a written notice to the BoD on their intention to make transactions with the Company's securities. These members are also members of the BoD or the Company's subsidiaries (affiliated companies) and their responsibilities also include disclosure of information on their transactions with such securities.

№

Provision of the Corporate Governance Code

This obligation is not included in the Company’s by-laws.

Partially complied

According to item 4.2 of the Regulation on Insider Information, the insiders shall submit to the division supervising the use of insider information a written notice on the transactions made with the Company’s and/or SAC’s securities during the reporting month. This written notice shall be submitted no later than the third day of the month following the reporting month and shall be made in accordance with the form specified in Attachment 1 to the aforementioned Regulation. In compliance with item 5.1, Article 5 of the Regulation on BoD meetings approved by the Annual General Meeting of Shareholders held on 26 June 2008 (Minutes No. 9), the Company’s Board of Directors holds its meetings according to the BoD schedule, as well as when it is considered appropriate (special meetings), at least once every six weeks unless otherwise stipulated by the aforementioned Regulation.

The by-laws of the company contain a requirement that a meeting of the Board of Directors should be held at least once in six weeks.

Complied

Holding of Meetings of the Company's BoD in the course of a year, in which the Company's annual report is prepared, but not later than once every six weeks.

Complied

The by-laws of the company establish a procedure for conducting meetings of the Board of Directors.

Complied

The procedure for convening and conducting meetings of the WGC-3 Board of Directors is established by the Regulation on BoD meetings approved by the Annual General Meeting of Shareholders held on 26 June 2008 (Minutes No. 9).

The by-laws of the company include a provision on the need to have approval of the Board of Directors for the company’s transactions amounting to 10% and more of the company’s assets value, other than transactions performed in the ordinary course of business.

Not complied

According to sub-item 28, item 15.1, Article 15 of the WGC-3 Charter, the Board of Directors is authorised to make a tentative approval of the transactions (including several inter-related transactions) which amount to an absolute value and not percentage of the Company’s assets value.

Partially complied

In compliance with item 3.2, Article 3 of the Regulation on BoD meetings, a BoD member can make a written request for any documents and information required for decision making on the issues that pertain to the competence of the Board of Directors. Such requests can be addressed either directly to the CEO of the Company (or any other person who acts as the sole executive body of the Company) or forwarded via the Secretary of the Board of Directors. According to item 3.3, Article 3 of the aforementioned Regulation, the documents and information requested shall be made available to the BoD member no later than 2 (two) working days of the receipt of such request.

The by-laws of the company provide for the right of the members of the Board of Directors to receive information necessary for the performance of their functions from the executive bodies and managers of the key structural divisions, and liability of the latter for non-provision of such information.

Attachment 2 Compliance of JSC WGC-3 with the Corporate Governance Code of the Federal Financial Markets Service

Complied/Not Complied

Notes

There is a strategic planning committee of the Board of Directors or functions of such committee are assigned to some other committee (other than the Audit Committee or the Nomination and Compensation Committee).

Complied

The Company has established the Strategy and Development Committee of the Board of Directors.

There is a committee (Audit Committee) of the Board of Directors that recommends an external auditor to the Board of Directors and communicates with the external auditor and the internal Audit Commission of the company.

Complied

The Company has set up the Audit Committee of the Board of Directors.

The Audit Committee includes only independent and non-executive directors.

Complied

The Chairman of the BoD Audit Committee Guennady V. Bauman is an independent and non-executive director. Audit Committee members: 1. Natalya V. Gololobova, independent and non-executive director; 2. Maxim M. Sokov, independent and non-executive director.

The Audit Committee is chaired by an independent Director.

Complied

The WGC-3 BoD Audit Committee is chaired by Guennady V. Bauman (an independent director).

The by-laws of the joint stock company provide for the access of all the members of the Audit Committee to any documents and information of the company subject to non-disclosure of confidential information.

Complied

According to item 4.1, sub-item 2 of the Regulation on the Audit Committee of the WGC-3 Board of Directors (Minutes of the WGC-3 BoD Meeting No. 120 dated 22 July 2008), the BoD Audit Committee is authorised to request for and receive the information and documents required for performing its tasks from the General Director and the Company’s officials. Such information requests can also be addressed to third parties through the BoD Chairman or the General Director of the Company.

There is a committee (Nomination and Compensation Committee) of the Board of Directors that is responsible for the determination of the criteria for the selection of candidates to the Board of Directors and development of the company’s compensation policies.

Complied

The Company has set up the Corporate Management, Human Resources and Remuneration Committee of the Board of Directors.

The Nomination and Compensation Committee is headed by an independent director.

Complied

The Corporate Management, Human Resources and Remuneration Committee is chaired by Oleg V. Surikov (independent director).

There are no executives of the company in the Nomination and Compensation Committee.

Complied

There are no WGC-3 executives in the Corporate Management, Human Resources and Remuneration Committee.

There is a risk committee of the Board of Directors or functions of such committee are assigned to some other committee (other than the Audit Committee or the Nomination and Compensation Committee).

Not complied

A risk committee of the Board of Directors was not organised in JSC WGC-3.

There is a committee for the settlement of corporate conflicts of the Board of Directors or functions of such committee are assigned to some other committee (other than the Audit Committee or the Nomination and Compensation Committee).

Not complied

A committee of the Board of Directors for the settlement of corporate conflicts was not organised in JSC WGC-3.

There are no executives of the company in the committee for the settlement of corporate conflicts.

Not applicable

A committee of the Board of Directors for the settlement of corporate conflicts was not organised in JSC WGC-3.

The committee for the settlement of corporate conflicts is headed by an independent director.

Not applicable

A committee of the Board of Directors for the settlement of corporate conflicts was not organised in JSC WGC-3.

№

Provision of the Corporate Governance Code

Attachment 2 Compliance of JSC WGC-3 with the Corporate Governance Code of the Federal Financial Markets Service

Complied/Not Complied

№

Provision of the Corporate Governance Code

The company has internal by-laws approved by the Board of Directors providing for the procedure of formation and operation of the committees of the Board of Directors.

Complied

The company’s Charter provides for a procedure to determine the quorum of the Board of Directors that would ensure obligatory participation of independent directors at the Board meetings.

Not complied

Notes The Regulations on the WGC-3 BoD Committees: - Strategy and Development Committee; - Audit Committee; - Budget Committee; - Corporate Management, Human Resources and Remuneration Committee.

Executive Bodies Complied

According to item 20.1, Article 20 of the WGC-3 Charter, the management of the Company’s current activities is carried out by the sole executive body, General Director, as well as by the collegial executive body, Board of Management.

The Charter or by-laws of the company contain provisions on the need to have approval of the Management Board for real estate transactions and loans received by the company unless such transactions are major deals or are performed in the ordinary course of business.

Partially complied

In accordance with sub-item 3, item 21.2, Article 21 of the WGC-3 Charter, the Company’s Board of Management is responsible for tentative approval of the transactions (including several inter-related transactions) pertaining to acquisition or potential acquisition by the Company, either directly or indirectly, of the assets priced over 150 000 000 (one hundred fifty million) roubles, with the exception of the following: - transactions, the approval of which pertains to the competence of the Board of Directors or the General Meeting of Shareholders, according to the Federal Law ‘On joint stock companies’; - transactions related to the purchase of electricity and capacity on the wholesale market in order to meet the Company’s commitment for the electricity and capacity supply on the wholesale market of electricity and capacity; - currency exchange transactions (foreign currency purchase); - transactions on deposit placement; - transactions aimed at maintaining security deposits on the transaction accounts; - transactions related to purchasing bonds and promissory notes.

The by-laws of the company establish procedures for the approval of transactions which are outside the scope of the company’s financial and operational plan.

Not complied

There are no persons in the executive bodies who serve as members, the CEO (manager), members of the management body or employees of any competitor of the company.

Complied

There are no persons in the management bodies convicted of committing offences in the sphere of economic activity; against the government, against interests of the federal, regional and local government service; or that have been subjected to administrative penalties for offences in the sphere of entrepreneurial activities or in the sphere of finance, taxes and levies and the securities market. If the functions of the sole executive body are performed by a managing entity or a manager – the CEO and members of the Management Board of the managing entity or manager meet the requirements established for the CEO and members of the Management Board of the company.

Complied

T he company has a coll e c tive exe cu tive b o dy (Management Board).

In addition, according to Article 20.6 of the WGC-3 Charter, the The General Director and the members of the Board of Managementcan serve in the executive bodies of other organisations or hold any office of profit in other organisations only upon the consent of the Company’s Board of Directors.

Attachment 2 Compliance of JSC WGC-3 with the Corporate Governance Code of the Federal Financial Markets Service

Complied/Not Complied

№

Provision of the Corporate Governance Code

Notes

The Charter or by-laws of the company contain a prohibition for the managing entity (manager) to perform similar functions for a competitor or have any other property relations with the company other than the provision of management services.

Not complied

The by-laws of the company include the obligation of the members of the executive bodies to refrain from any actions that will or may potentially lead to a conflict of interests with the company and in the case of such conflict – their obligation to inform the Board of Directors on such conflict.

Not complied

The Charter or by-laws of the company contain criteria for the selection of the managing entity (manager).

Not complied

Executive bodies provide monthly reports on their activities to the Board of Directors.

Not complied

The General Director provides quarterly reports to the Board of Directors.

The contracts made by the company with the CEO (managing entity, manager) and members of the Management Board stipulate liability for violation of the provisions on the use of confidential and insider information.

Not complied

In compliance with the Labour Code of the Russian Federation, the employment contracts do not include the ‘Liability’ section.

The by-laws of JSC WGC-3 do not contain the said obligations.

Secretary of the Company

There is a special official in the company (company Secretary) whose function is to ensure that the company’s bodies and officials comply with procedural requirements guaranteeing the exercise of the legal rights and interests of the company’s shareholders.

Not complied

The Charter or by-laws of the company prescribe a procedure for the appointment (election) of the company Secretary and responsibilities of the company Secretary.

Not complied

The company’s Charter contains requirements to the candidate for the position of the company Secretary.

Not complied

Such requirements have not been stipulated by the Company’s Charter.

In accordance with the requirements of item 10.2 (sub-items 16 and 17), Article 10 of the Company’s Charter and item 15.1 (sub-items 23 and 24) of the Company’s Charter.

Major Corporate Actions

The Charter or by-laws of the company contain a requirement on approval of any major deal before it is concluded.

Complied

Obligatory engagement of an independent appraiser to determine the market value of any property that is subject to major transactions.

Complied

Attachment 2 Compliance of JSC WGC-3 with the Corporate Governance Code of the Federal Financial Markets Service

Complied/Not Complied

Notes

In the event of acquisition of any large stakes in the company (takeover), the Charter of the company prohibits taking any actions aimed at the protection of interests of the executive bodies (members of such bodies) and members of the Board of Directors, and also such actions that make the position of shareholders worse than their current position (in particular, prohibition of a decision by the Board of Directors to issue additional shares, securities convertible into shares or securities granting right to acquire shares in the company before the end of the expected time of the acquisition of shares, even if the right to take such decision is granted by the Charter).

Not complied

Such requirements have not been stipulated by the Company’s Charter.

The company’s Charter contains a requirement on obligatory engagement of an independent appraiser to determine the current market value of shares and potential changes in their market value as a result of takeover.

Not complied

The Charter of the company contains no exemption of the acquirer from the obligation to offer buyout of the company’s ordinary shares (other securities convertible into ordinary shares) to the shareholders upon takeover.

Complied

The Char ter or by-laws of the company contain a requirement on obligatory engagement of an independent appraiser to determine the proportion for the conversion of shares on reorganisation.

Not complied

Such requirement is not contained in the Company’s Charter and by-laws. However in practice independent appraisers have been engaged to determine the proportion for the conversion of shares.

There is an internal document approved by the Board of Directors determining policies and procedures used by the company for the disclosure of information (Regulation on Information Policies).

Complied

The Regulation on Information Policy of JSC WGC-3 was approved by the Company’s Board of Directors on 24 March 2010 (Minutes No. 16).

The by-laws of the company contain a requirement to disclose purposes of placement of shares, persons that intend to acquire shares placed, including large stakes, and participation of officials of the company in the acquisition of the shares placed.

Not complied

Such a requirement has not been stipulated by the Company’s bylaws.

The by-laws of the company contain a list of information, documents and materials that should be provided to shareholders for the decision on the issues put for the consideration of the General Meeting.

Complied

A list of information, documents and materials that should be provided to shareholders for the decision on the issues put for the consideration of the General Meeting is provided in paragraph 3, item 11.7, Article 11 of the WGC-3 Charter.

The company has a web site and regularly discloses information about the company on the web site.

Complied

JSC WGC-3 regularly discloses information about the Company on the Internet web site http://www.ogk3.ru.

The by-laws of the company contain a requirement to disclose information on the deals of the company with persons that are senior executives of the company in accordance with the Charter, and deals of the company with entities where senior executives of the company directly or indirectly hold 20 or more percent of the share capital or on which such persons may otherwise exercise significant influence.

Not complied

№

Provision of the Corporate Governance Code

Disclosure of Information

Attachment 2 Compliance of JSC WGC-3 with the Corporate Governance Code of the Federal Financial Markets Service

Complied/Not Complied

№

Provision of the Corporate Governance Code

The by-laws of the company contain a requirement to disclose information on all transactions that may affect the market value of the company’s shares.

Not complied

There is an internal document approved by the Board of Directors on the use of significant information on the activity, shares and other securities of the company and transactions with such shares and other securities, which is not publicly available and the disclosure of which may have material impact on the market value of shares and other securities of the company.

Complied

Notes

The WGC-3 Regulation on Insider Information was approved by the Company’s Board of Directors on 24 March 2010 (Minutes No. 16).

Control of Financial and Business Operations 65

There are internal control procedures over the financial and operational activities of the company approved by the Board of Directors.

Complied

The Regulation on internal control is in force in JSC WGC-3 approved by the BoD resolution of 7 June 2007. This Regulation sets forth internal control procedures over the financial and operational activities of the Company.

There is a special division in the company ensuring compliance with the internal control procedures (internal control service).

Complied

A special division ensuring compliance with the internal control procedures has been formed in the Company (the Department of Internal Control and Audit). In accordance with item 15.1, Article 15 of the Company’s Charter, the Board of Directors is authorised to do the following: - approve of the organisation of the Company’s executive bodies and adjust it as necessary (sub-item 39); - take a decision on setting up the company’s internal audit department (sub-item 52). According to sub-item 6, item 22.3, Article 22 of the WGC-3 Charter, the General Director shall approve the personnel list and rates of pay attached to positions of the Company employees, in compliance with the organisational structure of the Company.

The by-laws of the company contain a requirement that the structure and members of the internal control service should be determined by the Board of Directors.

Partially complied

There are no persons in the internal control service convicted of committing offences in the sphere of economic activity; against the government, against interests of the federal, regional and local government service; or that have been subjected to administrative penalties for offences in the sphere of entrepreneurial activities or in the sphere of finance, taxes and levies and the securities market.

Complied

There are no persons in the internal control service who serve as members of the executive bodies of the company, as well as members, the CEO (manager), members of the management bodies or employees of any competitor of the company.

Complied

The by-laws of the company establish dates for the submission of documents and materials to the internal control service for the assessment of financial and operational transactions performed, and liability of officials and employees of the company for failure to provide them in time.

Complied

The dates for the submission of documents and materials to the Internal Control Department for the assessment of financial and operational transactions are established in The Company orders on performing appropriate control actions. The liability of officials and employees of the Company for failure to implement the by-laws is stipulated in the Company’s regulations on structural divisions and job descriptions.

Attachment 2 Compliance of JSC WGC-3 with the Corporate Governance Code of the Federal Financial Markets Service

№

Provision of the Corporate Governance Code

Complied/Not Complied

Notes

The by-laws of the Company provide for the obligation of the Director for Internal Audit and Control to communicate to the Board of Directors independent and objective information on the state of internal control and risk management systems of the Company, including the completeness and reliability of financial and management data, the soundness of assets, as well as effective and efficient use of the Company’s resources (item 2.9.1, Order No. 186 dated 23 April 2009).

The by-laws of the company provide for the obligation of the internal control service to communicate any violations detected to the Audit Committee, and where there is no such committee to the Board of Directors.

Partially complied

The company’s Charter contains a requirement on preliminary assessment of the practicality of transactions not envisaged in the company’s financial and operational plan (unusual transactions) by the internal control service.

Not complied

The by-laws of the company establish a procedure for the agreement of any unusual transactions with the Board of Directors.

Complied

The procedure is established in item15.1, Article 15 of the WGC-3 Charter.

There is an internal document determining the procedure of audits of the financial and operating activities by the internal audit commission, approved by the Board of Directors.

Complied

The Regulation on the WGC-3 Audit Commission was approved by the General Meeting of the WGC-3 Shareholders (the Board of Directors of OJSC ‘RAO UES of Russia), Meeting Minutes No. 200 dated 29 July 2005.

The Audit Committee performs an assessment of the auditor’s report before it is presented to the shareholders in the General Meeting.

Complied

This requirement is stipulated in item 3.8 of the Regulation on the Audit Committee of the Board of Directors (approved by the WGC-3 Board of directors on 22 July 2008, Meeting Minutes No. 120).

The Regulation on Dividend Policy was approved by the WGC3 Board of Directors (Meeting Minutes No. 106 dated 31 March 2008) and was updated in accordance with the WGC-3 BoD decision on 21 May 2010 (Meeting Minutes No. 25 dated 24 May 2010).

Dividends

There is an internal document approved by the Board of Directors used as guidance by the Board of Directors in developing recommendations on the size of dividends (Regulation on Dividend Policies).

Complied

There is an internal document approved by the Board of Directors used as guidance by the Board of Directors in developing recommendations on the size of dividends (Regulation on Dividend Policies).

Not applicable

Publication of information on dividend policies of the company and any amendments thereto in a periodical stipulated in the company’s charter for publication of announcements on General Meetings, and on the web site of the company in the Internet.

Partially complied

JSC WGC-3 has not placed any preferred shares.

The Regulation on Dividend Policy is available on the Company’s Internet web site: http://www.ogk3.ru/ru-dividents/.

1. List of the Company’s transactions in 2010 that are recognised by the Federal Law on Joint Stock Companies as large scale transactions. In 2010, the Company did not negotiate any transactions recognised by the Federal Law on Joint Stock Companies as large scale transactions. 2. List of the Company’s transactions in 2010 recognised by the Federal Law on Joint Stock Companies as transactions with proprietary interest.

Attachment 3

Attachment 3 List of Transactions with Proprietary Interest

№

Contracting party

OJSC ‘VTB Bank’

Interested party (parties)

Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Fixed Term Deposit (FTD) Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) made on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in EURO) with the right of pre-term return Currency of deposit: EURO Amount of deposit: 10 000 000 000.00 RUB (in EURO equivalent at the Central Bank of Russia (CBR) exchange rate on the date of FTD placement) Deposit period: 31 days Interest rate: at least 0.64% per annum Interest payments: end of term 11/01/10 BoD meeting minutes No.1, 12/01/10/ 24/06/10 AGM minutes No.12, 29/06/10

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) made on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in EURO) with the right of pre-term return Currency of deposit: EURO Amount of deposit: 6 650 000 000.00 RUB (in EURO equivalent at the Central Bank of Russia (CBR) exchange rate on the date of FTD placement) Deposit period: 31 days Interest rate: at least 0.64% per annum Interest payments: end of term 11/01/10 BoD meeting minutes No.1, 12/01/10 / 24/06/10 AGM minutes No.12, 29/06/10

OJSC ‘VTB Bank’

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) made on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in EURO) with the right of pre-term return Currency of deposit: USD, EURO Amount of deposit: up to 95 000 000 EURO Deposit period: 31 days Interest rate: at least 0.64% per annum Interest payments: end of term 11/01/10 BoD meeting minutes No.1, 12/01/10 / 24/06/10 AGM minutes No. 12 29/06/10

JSC ‘Remservice KGRES’

OJSC ‘MMC Norilsk Nickel’

Addendum 1 to non-residential premises agreement 2008 No. 03-DKF-0381-08 dated 28 May between JSC WGC-3 (Lessor) and JSC ‘Remservice KGRES’ (Lessee). 11/01/10 BoD meeting minutes No.1, 12/01/10

JSC ‘Remservice KGRES’

OJSC ‘MMC Norilsk Nickel’

Addendum 1 to non-residential premises agreement No. 03-DKF-0449-08 dated 20 June 2008 between JSC WGC-3 and JSC ‘Remservice KGRES’. 11/01/10 BoD meeting minutes No.1, 12/01/10

JSC ‘Remservice KGRES’

OJSC ‘MMC Norilsk Nickel’

Addendum 2 to non-residential premises agreement No. 03-DKF-0532-08 dated 25 July 2008 between JSC WGC-3 and JSC ‘Remservice KGRES’. 11/01/10 BoD meeting minutes No.1, 12/01/10

OJSC ‘MMC Norilsk Nickel’

Addendum 2 to equipment lease agreement No. 03-DKF-0097-08 dated 1 January 2008 between JSC WGC-3 (Lessor) and JSC ‘Energia-1’ (Lessee). The monthly lease fee for the equipment leasable according to Addendum 2 to equipment lease agreement No. 03-DKF-0097-08 dated 1 January 2008 between JSC WGC-3 (Lessor) and JSC ‘Energia-1’ (Lessee) amounts to 7 642 (Seven thousand six hundred and forty-two) RUB 79 kopecks, including 18% VAT – 1 165 (One thousand one hundred and sixty-five) RUB 85 kopecks. 11/01/10 BoD meeting minutes No.1, 12/01/10

OJSC ‘MMC Norilsk Nickel’

Equipment lease agreement of WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Energoservice’ (Lessee). The monthly lease fee according to equipment lease agreement of WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Energoservice’ (Lessee) amounts to 12 072 (Twelve thousand and seventy-two) RUB 50 kopecks, including VAT (18%) 1 841 (One thousand eight hundred and forty-one) RUB 57 kopecks. The lease fee for the whole validity period of the contract amounts to 144 870 (One hundred forty-four thousand eight hundred and seventy) RUB, including 18% VAT 22 098 (Twenty-two thousand and ninety-eight) RUB 84 kopecks. 11/01/10 BoD meeting minutes No.1, 12/01/10

JSC 'Energia-1’

JSC ‘Energoservice’

Attachment 3 List of Transactions with Proprietary Interest

№

Contracting party

JSC ‘Energoservice’

JSC ‘Remservice KGRES’

JSC ‘ATP KGRES’

JSC ‘Vodokanal KGRES’

JSC ‘Remservice KGRES’

JSC ‘Zapoliarye Hotel’

JSC ‘Remservice KGRES’

JSC ‘KER’

Interested party (parties)

97 Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Contract for spare parts supply for the energy and non-standard equipment for WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Buyer) and JSC ‘Energoservice’ (Supplier). The price of goods purchased under the contract for spare parts supply for the energy and non-standard equipment for WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Buyer) and JSC ‘Energoservice’ (Supplier) is fixed according to the draft contract (Attachment 1 to the Minutes). 15/01/10 BoD meeting minutes No. 2 18/01/10

OJSC ‘MMC Norilsk Nickel’

Property rental agreement between JSC WGC-3 (Lessor) and JSC ‘Remservice KGRES’ (Lessee). The monthly lease fee under the property rental agreement between JSC WGC-3 (Lessor) and JSC ‘Remservice KGRES’ (Lessee) amounts to 1 927 (One thousand nine hundred and twenty-seven) RUB 59 kopecks, including 18% VAT – 294 (Two hundred and ninety-four) RUB 04 kopecks. 15/01/10 BoD meeting minutes No. 2 18/01/10

OJSC ‘MMC Norilsk Nickel’

Training services agreement at the training and assessment centre of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Executor) and JSC ‘ATP KGRES’ (Customer). The price of training services at the training and assessment centre of WGC-3 subsidiary Kostromskaya TPP rendered under the agreement between JSC WGC-3 (Executor) and JSC ‘ATP KGRES’ amounts. 15/01/10 BoD meeting minutes No. 2 18/01/10

OJSC ‘MMC Norilsk Nickel’

Training services agreement at the training and assessment centre of WGC-3 subsidiary Kostromskaya TPP between JSC «WGC-3» (Executor) and JSC ‘Vodokanal KGRES’ (Customer). The price of services on training on basis of teaching and assessment centre of WGC-3 subsidiary Kostromskaya TPP rendered under the agreement between JSC WGC-3 (Executor) and JSC ‘Vodokanal KGRES’ (Customer), is fixed according to the draft contract (Attachment 19 to the Minutes). 15/01/10 BoD meeting minutes No. 2 18/01/10

OJSC ‘MMC Norilsk Nickel’

Training services agreement at the training and assessment centre of WGC-3 subsidiary Kostromskaya TPP between JSC «WGC-3» (Executor) and JSC ‘Remservice KGRES’ (Customer). The price of services on training on basis of teaching and assessment centre of WGC-3 subsidiary Kostromskaya TPP rendered under the agreement between JSC WGC-3 (Executor) and JSC ‘Remservice KGRES’ (Customer) is fixed according to the draft contract (Attachment 20 to the Minutes). 15/01/10 BoD meeting minutes No. 2 18/01/10

OJSC ‘MMC Norilsk Nickel’

Health resort services agreement between JSC WGC-3 (Customer) and JSC ‘Zapoliarye Hotel’ (Executor). The price of health resort services rendered under the agreement between JSC WGC-3 (Customer) and JSC ‘Zapoliarye Hotel’ (Executor) amounts to 52 008 390 (Fifty-two million eight thousand three hundred and ninety) RUB/ Not subject to VAT according to the Tax Code of the RF (sub-item 18, item 3, Article 149). 15/01/10 BoD meeting minutes No. 2 18/01/10

OJSC ‘MMC Norilsk Nickel’

Agreement of purchase and sale of movable property (the bus LIAZ -525626) for WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Buyer) and JSC ‘Remservice KGRES’ (Seller). The price of property purchased under the agreement of purchase and sale (the bus LIAZ-525626) between JSC WGC-3 (Buyer) and JSC ‘Remservice KGRES’ (Seller) is established in the amount of 2 750 000 (Two million seven hundred and fifty thousand) RUB 00 kopecks, including 18% VAT – 419 491 (Four hundred nineteen thousand four hundred and ninety-one) RUB 53 kopecks. 29/01/10 BoD meeting minutes No. 3 01/02/10

OJSC ‘MMC Norilsk Nickel’

Contract for maintenance and repair of buildings and facilities of WGC-3 subsidiary Pechorskaya TPP between JSC WGC-3 (Customer) and JSC ‘KER’ (Contractor). The price of repairs of buildings and facilities of WGC-3 subsidiary Pechorskaya TPP performed under the contract between JSC WGC-3 (Customer) and JSC ‘KER’ (Contractor) amounts to 5 146 715 (Five million one hundred and fortysix thousand seven hundred and fifteen) RUB 83 kopecks, including 18% VAT – 785 092 (Seven hundred eighty-five thousand and ninety-two) RUB 24 kopecks. 29/01/10 BoD meeting minutes No. 3 01/02/10

Attachment 3 List of Transactions with Proprietary Interest

№

Contracting party

JSC ‘KER’

JSC ‘Remservice KGRES’

JSC ‘Energoservice’

JSC ‘Remservice KGRES’

Interested party (parties)

Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Contract for construction and repairs of the auxiliary building of WGC-3 subsidiary Pechorskaya TPP between JSC WGC-3 (Customer) and JSC ‘KER’ (Contractor). The price of construction and repairs on the auxiliary building of WGC-3 subsidiary Pechorskaya TPP performed under the contract between JSC WGC-3 (Customer) and JSC ‘KER’ (Contractor) amounts to 1 652 341 (One million six hundred fifty-two thousand three hundred and forty-one) RUB 75 kopecks, including 18% VAT – 252 052 (Two hundred fifty-two thousand and fifty-two) RUB 13 kopecks. 29/01/10 BoD meeting minutes No. 3 01/02/10

OJSC ‘MMC Norilsk Nickel’

Contract for maintenance and repairs of the auxiliary turbine equipment of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of maintenance and repair works of the auxiliary turbine equipment of WGC-3 subsidiary Kostromskaya TPP performed under the contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 55 494 671 (Fifty-five million four hundred and ninety-four thousand six hundred and seventy-one) RUB 94 kopecks, including 18% VAT – 8 465 288 (Eight million four hundred and sixty-five thousand two hundred and eighty-eight) RUB 94 kopecks. 29/01/10 BoD meeting minutes No. 3 01/02/10

OJSC ‘MMC Norilsk Nickel’

Contract for maintenance works on buildings and facilities of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of maintenance works on buildings and facilities of WGC-3 subsidiary Kostromskaya TPP performed under the contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 6 574 197 (Six million five hundred and seventy-four thousand one hundred and ninety-seven) RUB 72 kopecks, including 18% VAT – 1 002 843 (One million two thousand eight hundred and forty-three) RUB 72 kopecks. 29/01/10 BoD meeting minutes No. 3 01/02/10

OJSC ‘MMC Norilsk Nickel’

Contract for maintenance and repair (overhaul, routine maintenance, servicing of power and lifting equipment) with customer provided materials for WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor). The price of overhaul, routine maintenance and servicing of power and lifting equipment performed under this contract with customer provided materials between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor) amounts to 65 235 139 (Sixty-five million two hundred and thirty-five thousand one hundred and thirty-nine) RUB 74 kopecks, including VAT (18%) – 9 951 123 (Nine million nine hundred and fifty-one thousand one hundred and twenty-three) RUB 01 kopecks. 29/01/10 BoD meeting minutes No. 3 01/02/10

OJSC ‘MMC Norilsk Nickel’

Contract for repair works and maintenance of the equipment of fuel and transport and chemical sections of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of repair and maintenance of the equipment of fuel and transport and chemical sections of WGC-3 subsidiary Kostromskaya TPP performed under the contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 23 892 943 (Twentythree million eight hundred and ninety-two thousand nine hundred and forty-three) RUB 26 kopecks, including 18% VAT – 3 644 686 (Three million six hundred and forty-four thousand six hundred and eighty-six) RUB 26 kopecks. 29/01/10 BoD meeting minutes No. 3 01/02/10

OJSC ‘MMC Norilsk Nickel’

Contract for repairs of anticorrosion protection of thermal mechanical and electrical equipment of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of for repairs of anticorrosion protection of thermal mechanical and electrical equipment of WGC-3 subsidiary Kostromskaya TPP performed under the contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 25 847 815 (Twenty-five million eight hundred and forty-seven thousand eight hundred and fifteen) RUB 04 kopecks, including 18% VAT – 3 942 887 (Three million nine hundred and forty-two thousand eight hundred and eighty-seven) RUB 04 kopecks. 29/01/10 BoD meeting minutes No. 3 01/02/10

Attachment 3 List of Transactions with Proprietary Interest

№

Contracting party

JSC ‘Remservice KGRES’

JSC ‘ATP KGRES’

JSC ‘KER’

JSC ‘Remservice KGRES’

JSC ‘ATP KGRES’

Interested party (parties)

99 Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Contract for repair of thermal insulation of the equipment and heat supply networks of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of repair of thermal insulation of the equipment and heat supply networks of WGC-3 subsidiary Kostromskaya TPP performed under contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 34 289 802 (Thirty-four million two hundred and eighty-nine thousand eight hundred and two) RUB 90 kopecks., including 18% VAT – 5 230 647 (Five million two hundred and thirty thousand six hundred and forty-seven) RUB 90 kopecks. 29/01/10 BoD meeting minutes No. 3 01/02/10

OJSC ‘MMC Norilsk Nickel’

Contract for pipelines replacement of the fire safety, service and drinking water supply, storm and wastewater drainage systems and repair of heating and ventilation systems of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘ATP KGRES’ (Contractor). The price of works on pipeline replacement of fire safety, service and drinking water supply, storm and wastewater drainage systems and repair of draw-in air systems of WGC-3 subsidiary Kostromskaya TPP performed under the Contract between JSC WGC-3 (Customer) and JSC ‘ATP KGRES’ (Contractor) amounts to 17 676 501 (Seventeen million six hundred and seventy-six thousand five hundred and one) RUB 48 kopecks., including 18% VAT – 2 696 415 (Two million six hundred and ninety-six thousand four hundred and fifteen) RUB 48 kopecks. 29/01/10 BoD meeting minutes No. 3 01/02/10

OJSC ‘MMC Norilsk Nickel’

Contract for maintenance and repair of balance-of-plant equipment of WGC-3 subsidiary Pechorskaya TPP between JSC WGC-3 (Customer) and JSC ‘KER’ (Contractor). The price of maintenance and repair works on the balance-of-plant equipment of WGC-3 subsidiary Pechorskaya TPP performed under the contract between JSC WGC-3 (Customer) and JSC ‘KER’ (Contractor) amounts to 10 505 634 (Ten million five hundred and five thousand six hundred and thirty-four) RUB 55 kopecks, including 18% VAT – 1 602 554 (One million six hundred and two thousand five hundred and fifty-four) RUB 42 kopecks. 29/01/10 BoD meeting minutes No. 3 01/02/10

OJSC ‘MMC Norilsk Nickel’

Contract for maintenance and repair works of the automated control system of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). It is established that the cost of repair and maintenance of the automated control system of WGC-3 subsidiary Kostromskaya TPP performed under the contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 55 360 619 (Fifty-five million three hundred and sixty thousand six hundred and nineteen) RUB 22 kopecks, including 18% VAT – 8 444 840 (Eight million four hundred and forty-four thousand eight hundred and forty) RUB 22 kopecks. 29/01/10 BoD meeting minutes No. 3 01/02/10

OJSC ‘MMC Norilsk Nickel’

Contract for maintenance and repair of the electrical equipment of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of maintenance and repair of the electrical equipment of WGC-3 subsidiary Kostromskaya TPP performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 54 339 236 (Fifty-four million three hundred and thirty-nine thousand two hundred and thirtysix) RUB 00 kopecks, including 18% VAT – 8 289 036 (Eight million two hundred and eighty-nine thousand thirty-six) RUB 00 kopecks. 29/01/10 BoD meeting minutes No. 3 01/02/10

OJSC ‘MMC Norilsk Nickel’

Contract for maintenance and repair of the fire safety, service and drinking water supply, storm and wastewater drainage, heating and ventilation systems of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘ATP KGRES’ (Contractor). The price of maintenance and repair of the fire safety, service and drinking water supply, storm and wastewater drainage, heating and ventilation systems of WGC-3 subsidiary Kostromskaya TPP performed under the contract between JSC WGC-3 (Customer) and JSC ‘ATP KGRES’ (Contractor) amounts to 36 112 998 (Thirty-six million one hundred and twelve thousand nine hundred and ninety-eight) RUB 48 kopecks, including 18% VAT – 5 508 762 (Five million five hundred and eight thousand seven hundred and sixty-two) RUB 48 kopecks. 10/02/10 BoD meeting minutes No. 5 11/02/10

Attachment 3

100 List of Transactions with Proprietary Interest №

Contracting party

Interested party (parties)

Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

JSC ‘Remservice KGRES’

OJSC ‘MMC Norilsk Nickel’

Paid services agreement on maintenance of observation holes of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’. The price of maintenance services of observation holes of WGC-3 subsidiary Kostromskaya TPP rendered under the contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Executor) amounts to 135 541 (one hundred and thirty-five thousand five hundred and forty-one) RUB 88 kopecks, including 18% VAT – 20 675 (twenty thousand six hundred and seventy-five) RUB 88 kopecks. 10/02/10 BoD meeting minutes No. 5 11/02/10

CJSC ‘Taimyr Fuel Company’

OJSC ‘MMC Norilsk Nickel’

Oil products supply agreement between JSC WGC-3 (Buyer) and CJSC ‘Taimyr Fuel Company’ (Supplier), which is a transaction of interest. The price of oil products supply agreement between JSC WGC-3 (Buyer) and CJSC ‘Taimyr Fuel Company’ (Supplier) is estimated according to Attachment 4 to the Minutes. 10/02/10 BoD meeting minutes No. 5 11/02/10

OJSC ‘MMC Norilsk Nickel’

Contract for installation work for the upgrading of circulating water cooling of lube oil coolers on Unit 4 and circulating water cooling of gas coolers on Unit 8 of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of installation work for the upgrading of circulating water cooling of lube oil coolers on Unit 4 and circulating water cooling of gas coolers on Unit 8 of WGC-3 subsidiary Kostromskaya TPP performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 244 103 (Two hundred and forty-four thousand one hundred and three) RUB 94 kopecks, including 18% VAT – 37 236 (Thirty-seven thousand two hundred and thirty-six) RUB 19 kopecks. 18/02/10 BoD meeting minutes No. 8 19/02/10

OJSC ‘MMC Norilsk Nickel’

Contract for installation work for the upgrading of recirculation pipelines of feedwater pumps of Unit 9 of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The cost of installation work for the upgrading of recirculation pipelines of feedwater pumps of Unit 9of WGC-3 subsidiary Kostromskaya TPP performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 370 575 (Three hundred and seventy thousand five hundred and seventy-five) RUB 98 kopecks, including 18% VAT – 56 528 (Fifty-six thousand five hundred and twenty-eight) RUB 54 kopecks. 18/02/10 BoD meeting minutes No. 8 19/02/10

OJSC ‘MMC Norilsk Nickel’

Contract for installation of electronic recorders of technological parameters F1771 (Unit 4) of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of installation of electronic recorders of technological parameters F1771 (Unit 4) of WGC-3 subsidiary Kostromskaya TPP performed under the contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 268 335 (Two hundred and sixty-eight thousand three hundred and thirty-five) RUB 03 kopecks, including 18% VAT – 40 932 (Forty thousand nine hundred and thirty-two) RUB 46 kopecks. 18/02/10 BoD meeting minutes No. 8 19/02/10

OJSC ‘MMC Norilsk Nickel’

Contract for technical support of repair and maintenance of the equipment of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of technical support of repair and maintenance of the equipment of WGC-3 subsidiary Kostromskaya TPP performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 50 981 642 (Fifty million nine hundred and eighty-one thousand six hundred and forty-two) RUB 76 kopecks, including 18% VAT – 7 776 860 (Seven million seven hundred and seventy-six thousand eight hundred and sixty) RUB 76 kopecks. 18/02/10 BoD meeting minutes No. 8 19/02/10

JSC ‘Remservice KGRES’

Attachment 3 List of Transactions with Proprietary Interest

№

Contracting party

JSC ‘ATP KGRES’

OJSC ‘MMC Norilsk Nickel’

JSC ‘Remservice KGRES’

JSC ‘Energoservice’

Interested party (parties)

101 Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Non-residential premises lease agreement of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Lessor) and JSC ‘ATP KGRES’ (Lessee). Contract parties: Lessee: JSC ‘ATP KGRES’ Lessor: JSC WGC-3 Subject of contract: JSC WGC-3 assigns to JSC ‘ATP KGRES’ non-residential premises for temporary use. The premises described in Attachment 2 to the meeting minutes are located at the following address: the town of Volgorechensk, the territory of WGC-3 subsidiary Kostromskaya TPP, the Household building with a garage for the accommodation of departments of JSC ‘ATP KGRES’. The total area of the leasable premises is 70.2 (seventy point two) square metres. Contract price: The monthly lease fee amounts to 4 900 (four thousand nine hundred) RUB 00 kopecks, including 18% VAT – 747 (seven hundred and forty-seven) RUB 46 kopecks. Term of validity: The contract enters into force upon signature and shall continue until 31 December 2010. The Parties extend contract validity for the period from 14 January 2010. Upon the expiration of contract period the Parties have a right, by mutual consent, to extend the contract validity for the same period and under the same conditions. 02/03/10 BoD meeting minutes No. 9 03/03/10

OJSC ‘MMC Norilsk Nickel’

Related transaction (application No. 7 to the contract for services connected with arranging insurance coverage of the Company’s property interests No. NN/593-2009 dated 31 August 2009) between JSC WGC-3 and OJSC ‘MMC Norilsk Nickel’. The price of services rendered on application No. 7 to the contract for services connected with arranging insurance coverage of the Company’s property interests between JSC WGC-3 (Customer) and OJSC ‘MMC Norilsk Nickel’ (Executor) amounts to 0.5 (Nought point five) percent from the amount of the insurance premium fixed in the competitive bid of the insurer, but not less than 5 000 (Five thousand) RUB. Should the bid is declared void, the price of services for insurance amounts to 5 000 (Five thousand) RUB. Benefits include VAT in the amount fixed by the Russian legislation. 02/03/10 BoD meeting minutes No. 9 03/03/10

OJSC ‘MMC Norilsk Nickel’

Paid service contract for air conditioners maintenance of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Executor). The price of services for air conditioners maintenance of WGC-3 subsidiary Kostromskaya TPP rendered under the Paid service contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Executor) amounts to 610 312 (Six hundred and ten thousand three hundred and twelve) RUB 52 kopecks, including 18% VAT – 93 098 (Ninety-three thousand ninety-eight) RUB 52 kopecks. 09/03/10 BoD meeting minutes No. 11 10/03/10

OJSC ‘MMC Norilsk Nickel’

Paid service contract between JSC WGC-3 (Executor) and JSC ‘Energoservice’ (Customer). Contract parties: Customer: JSC ‘Energoservice’ Contractor: JSC WGC-3. Subject of contract: Rendering of telecom services to provide access to the telephone network (for the telephone numbers specified in the contract) in order to use automatic dial telephony with possible activation of long-distance connection. The price of contract is defined according to the following procedure: the price of services for automatic local connection is defined according to the tariffs approved by JSC ‘Sibirtelecom’ and amounts to 318 (Three hundred and eighteen) RUB 60 kopecks per month, including 18% VAT – 48 (Forty-eight) RUB 60 kopecks; the price of services for long-distance connection is defined according to the invoices, monthly reissued to Customer by Contractor on behalf of JSC ‘Sibirtelecom’ and JSC ‘Rostelecom’ (with enclosure of a detailed breakdown of long-distance conversations). The term of rendering services: from 1 January 2010 till the licence expiration date (02 July 2013). 09/03/10 BoD meeting minutes No. 11 10/03/10

Attachment 3

102 List of Transactions with Proprietary Interest №

Contracting party

JSC ‘Remservice KGRES’

JSC ‘KER’

JSC ‘Remservice KGRES’

OJSC ‘VTB Bank’

Interested party (parties)

Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Contract for installation of flame failure alarm (FFA) (of the common flare of the Unit 9 boiler) of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of installation of flame failure alarm (FFA) (of the common flare of the Unit 9 boiler) of WGC-3 subsidiary Kostromskaya TPP performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 53 068 (Fifty-three thousand and sixty-eight) RUB 14 kopecks, including 18% VAT – 8 095 (Eight thousand and ninety-five) RUB 14 kopecks. 09/03/10 BoD meeting minutes No. 11 10/03/10

OJSC ‘MMC Norilsk Nickel’

Addendum 1 to Contract No. 05-DRiO-0579-09 dated 31 December 2009 for repair and servicing of Units No. 1-5 of WGC-3 subsidiary Pechorskaya TPP between JSC WGC-3 (Customer) and JSC ‘KER’ (Contractor). The price of works on repair and servicing of Units No. 1-5 of WGC-3 subsidiary Pechorskaya TPP performed under the Contract No. 05-DRiО-0579-09 dated 31 December 2009 between JSC WGC-3 (Customer) and JSC ‘KER’ (Contractor) amounts to 59 350 376 (Fifty-nine million three hundred and fifty thousand three hundred and seventy-six) RUB 44 kopecks, including 18% VAT – 9 053 447 (Nine million fifty-three thousand four hundred and forty-seven) RUB kopecks. 09/03/10 BoD meeting minutes No. 11 10/03/10

OJSC ‘MMC Norilsk Nickel’

Addendum 1 to Contract No 05-DRiO-0642-09 dated 31 December 2009 for maintenance and repair of the auxiliary equipment of WGC-3 subsidiary Pechorskaya TPP between JSC WGC-3 (Customer) and JSC ‘KER’ (Contractor). The price of maintenance and repair of the auxiliary equipment of WGC-3 subsidiary Pechorskaya TPP performed under the contract No. 05-DRiО-0642-09 dated 31 December 2009 between JSC WGC-3 (Customer) and JSC ‘KER’ (Contractor) amounts to 18 908 947 (Eighteen million nine hundred and eight thousand nine hundred and forty-seven) RUB 06 kopecks, including 18% VAT – 2 884 415 (Two million eight hundred and eighty-four thousand four hundred and fifteen) RUB 65 kopecks. 09/03/10 BoD meeting minutes No. 11 10/03/10

OJSC ‘MMC Norilsk Nickel’

Non-residential premises lease agreement between JSC WGC-3 (Lessee) and JSC ‘Remservice KGRES’ (Lessor). It is established that the monthly lease fee under the non-residential premises agreement between JSC WGC-3 (Lessee) and JSC ‘Remservice KGRES’ (Lessor) amounts to 45 608 (Forty-five thousand six hundred and eight) RUB 18 kopecks, including 18% VAT 6 957 (Six thousand nine hundred and fifty-seven) RUB 18 kopecks. 09/03/10 BoD meeting minutes No. 11 10/03/10

OJSC ‘MMC Norilsk Nickel’

Master agreement on common terms of deposit operations (Attachment 1) and addendum thereof (Attachment 2) on the following conditions: Currency of deposit: Base currency Base currency: EURO Charged currency: RUB RF Amount of deposit: 25 223 205.00 EURO Deposit period: up to 13 August 2010, inclusive Interest rate: 7.25% per annum Interest payments: end of term 12/03/10 BoD meeting minutes No. 12 15/03/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

Master agreement on common terms of deposit operations (Attachment 1) and addendum thereof (Attachment 2) on the following conditions: Currency of deposit: Base currency Base currency: EURO Charged currency: RUB RF Amount of deposit: 23 844 360.00 EURO Deposit period: up to 15 September 2010, inclusive Interest rate: 7.25% per annum Interest payments: end of term 12/03/10 BoD meeting minutes No. 12 15/03/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

Master agreement on common terms of deposit operations (Attachment 1) and addendum thereof (Attachment 2) on the following conditions: Currency of deposit: Base currency Base currency: EURO Charged currency: RUB RF Amount of deposit: 32 263 183.00 EURO Deposit period: up to 14 October 2010, inclusive Interest rate: 7.25% per annum Interest payments: end of term 12/03/10 BoD meeting minutes No. 12 15/03/10 / 24/06/10 AGM minutes No. 12 29/06/10

Attachment 3 List of Transactions with Proprietary Interest

№

Contracting party

OJSC ‘VTB Bank’

Interested party (parties)

103 Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Master agreement on common terms of deposit operations (Attachment 1) and addendum thereof (Attachment 2) on the following conditions: Currency of deposit: Base currency Base currency: EURO Charged currency: RUB RF Amount of deposit: 26 649 334.00 EURO Deposit period: up to 15 November 2010, inclusive Interest rate: 7.25% per annum Interest payments: end of term 12/03/10 BoD meeting minutes No. 12 15/03/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

Master agreement on common terms of deposit operations (Attachment 1) and addendum thereof (Attachment 2) on the following conditions: Currency of deposit: Base currency Base currency: EURO Charged currency: RUB RF Amount of deposit: 20 650 165.00 EURO Deposit period: up to 15 December 2010, inclusive Interest rate: 7.25% per annum Interest payments: end of term 12/03/10 BoD meeting minutes No. 12 15/03/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

Master agreement on common terms of deposit operations (Attachment 1) and addendum thereof (Attachment 2) on the following conditions: Currency of deposit: Base currency: EURO; Charged currency: RUB RF Amount of deposit: 25 048 520.00 EURO Deposit period: up to 13 January 2011, inclusive Interest rate: 7.25% per annum Interest payments: end of term 12/03/10 BoD meeting minutes No. 12 15/03/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

Master agreement on common terms of deposit operations (Attachment 1) and addendum thereof (Attachment 2) on the following conditions: Currency of deposit: Base currency Base currency: EURO Charged currency: RUB RF Amount of deposit: 34 180 221.00 EURO Deposit period: up to 14 February 2011, inclusive Interest rate: 7.25% per annum Interest payments: end of term 12/03/10 BoD meeting minutes No. 12 15/03/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

Master agreement on common terms of deposit operations (Attachment 1) and addendum thereof (Attachment 2) on the following conditions: Currency of deposit: Base currency Base currency: USD Charged currency: RUB RF Amount of deposit: 44 114 117.00 USD Deposit period: up to 13 August 2010, inclusive Interest rate: 8.50% per annum Interest payments: end of term 12/03/10 BoD meeting minutes No. 12 15/03/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

Master agreement on common terms of deposit operations (Attachment 1) and addendum thereof (Attachment 2) on the following conditions: Currency of deposit: Base currency Base currency: USD Charged currency: RUB RF Amount of deposit: 30 365 074.00 USD Deposit period: up to 15 September 2010, inclusive Interest rate: 8.50% per annum Interest payments: end of term 12/03/10 BoD meeting minutes No. 12 15/03/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

Master agreement on common terms of deposit operations (Attachment 1) and addendum thereof (Attachment 2) on the following conditions: Currency of deposit: Base currency Base currency: USD Charged currency: RUB RF Amount of deposit: 76 426 684.00 USD Deposit period: up to 14 October 2010, inclusive Interest rate: 8.50% per annum Interest payments: end of term 12/03/10 BoD meeting minutes No. 12 15/03/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

Master agreement on common terms of deposit operations (Attachment 1) and addendum thereof (Attachment 2) on the following conditions: Currency of deposit: Base currency Base currency: USD Charged currency: RUB RF Amount of deposit: 57 106 618.00 USD Deposit period: up to 15 November 2010, inclusive Interest rate: 8.50% per annum Interest payments: end of term 12/03/10 BoD meeting minutes No. 12 15/03/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

Master agreement on common terms of deposit operations (Attachment 1) and addendum thereof (Attachment 2) on the following conditions: Currency of deposit: Base currency Base currency: USD Charged currency: RUB RF Amount of deposit: 36 116 100.00 USD Deposit period: up to 15 December 2010, inclusive Interest rate: 8.50% per annum Interest payments: end of term 12/03/10 BoD meeting minutes No. 12 15/03/10 / 24/06/10 AGM minutes No. 12 29/06/10

Attachment 3

104 List of Transactions with Proprietary Interest №

Contracting party

OJSC ‘VTB Bank’

JSC ‘Energoservice’

OJSC ‘VTB Bank’

Interested party (parties)

Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Master agreement on common terms of deposit operations (Attachment 1) and addendum thereof (Attachment 2) on the following conditions: Currency of deposit: Base currency Base currency: USD Charged currency: RUB RF Amount of deposit: 100 000 000.00 USD Deposit period: up to 14 March 2011, inclusive Interest rate: 8.50% per annum Interest payments: end of term 12/03/10 BoD meeting minutes No. 12 15/03/10

OJSC ‘MMC Norilsk Nickel’

Master agreement on common terms of deposit operations (Attachment 1) and addendum thereof (Attachment 2) on the following conditions: Currency of deposit: Base currency Base currency: USD Charged currency: RUB RF Amount of deposit: 43 808 601.00 USD Deposit period: up to 13 January 2011, inclusive Interest rate: 8.50% per annum Interest payments: end of term 12/03/10 BoD meeting minutes No. 12 15/03/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

Master agreement on common terms of deposit operations (Attachment 1) and addendum thereof (Attachment 2) on the following conditions: Currency of deposit: Base currency Base currency: USD Charged currency: RUB RF Amount of deposit: 56 996 074.00 USD Deposit period: up to 14 February 2011, inclusive Interest rate: 8.50% per annum Interest payments: end of term 12/03/10 BoD meeting minutes No. 12 15/03/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

Contract for repair of electrical equipment of the station (metal-clad switchgear KRU-6/04kV, lighting and shared transformers TM-1000/10, TM-630/10/6) for WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor). Contract parties: Customer: JSC WGC-3 Contractor: JSC ‘Energoservice’ Subject of contract: repair of electrical equipment (KRU6/04kV, lighting and shared transformers ТМ-1000/10, ТМ-630/10/6) for WGC-3 subsidiary Gusinoozerskaya TPP. Contract price: 2 625 236 (Two million six hundred twenty-five thousand two hundred and thirty-six) RUB 98 kopecks, including 18% VAT – 400 459 (Four hundred thousand four hundred and fifty-nine) RUB 88 kopecks. Performance time: - total performance time: from 15 February 2010 (initial date of works) till 31 December 2010 (final date of works); - deadlines for particular work stages are fixed by the contract parties in the schedule chart, which is the integral part of the contract. 15/03/10 BoD meeting minutes No. 13 17/03/10

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) made on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: 1 000 000 000.00 RUB Deposit period: 31 days Interest rate: at least 5.40% per annum Interest payments: end of term 18/03/10 BoD meeting minutes No. 14 19/03/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) made on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: 1 000 000 000.00 RUB Deposit period: 31 days Interest rate: at least 5.40% per annum Interest payments: end of term 18/03/10 BoD meeting minutes No. 14 19/03/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) made on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: 1 439 438 537.98 RUB Deposit period: 31 days Interest rate: at least 5.40% per annum Interest payments: end of term 18/03/10 BoD meeting minutes No. 14 19/03/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) made on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: 1 000 000 000.00 RUB Deposit period: 61 days Interest rate: at least 5.90% per annum Interest payments: end of term 18/03/10 BoD meeting minutes No. 14 19/03/10 / 24/06/10 AGM minutes No. 12 29/06/10

Attachment 3 List of Transactions with Proprietary Interest

№

Contracting party

OJSC ‘VTB Bank’

OJSC JSCB ‘ROSBANK’

Interested party (parties)

105 Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) made on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: 1 178 882 049.00 RUB Deposit period: 61 days Interest rate: at least 5.90% per annum Interest payments: end of term 18/03/10 BoD meeting minutes No. 14 19/03/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) made on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: 1 000 000 000.00 RUB Deposit period: 91 days Interest rate: at least 6.30% per annum Interest payments: end of term 18/03/10 BoD meeting minutes No. 14 19/03/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: 1 130 434 537.00 RUB Deposit period: 91 days Interest rate: at least 6.30% per annum Interest payments: end of term 18/03/10 BoD meeting minutes No. 14 19/03/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: 1 000 000 000.00 RUB Deposit period: 121 days Interest rate: at least 6.30% per annum Interest payments: end of term 18/03/10 BoD meeting minutes No. 14 19/03/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: 1 352 262 818.00 RUB Deposit period: 121 days Interest rate: at least 6.30% per annum Interest payments: end of term 18/03/10 BoD meeting minutes No. 14 19/03/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: 1 434 144 924.00 RUB Deposit period: 306 days Interest rate: at least 7.40% per annum Interest payments: end of term 18/03/10 BoD meeting minutes No. 14 19/03/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

Contract of deposit in the form of Confirmation to the Master agreement оn deposit transactions No. GS/08/295 dated 7 August 2008 between JSC WGC-3 (Client) and OJSC JSCB ‘ROSBANK’(Bank) on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: 1 000 000 000.00 RUB Deposit period: 367 days Interest rate: at least 8.10% per annum Interest payments: end of term 18/03/10 BoD meeting minutes No. 14 19/03/10

OJSC ‘MMC Norilsk Nickel’

Attachment 3

106 List of Transactions with Proprietary Interest №

Contracting party

Interested party (parties)

Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Contract of deposit in the form of Confirmation to the Master agreement оn deposit transactions No. GS/08/295 dated 7 August 2008 between JSC WGC-3 (Client) and OJSC JSCB ‘ROSBANK’(Bank) on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: 1 000 000 000 RUB Deposit period: 367 days Interest rate: at least 8.10% per annum Interest payments: end of term 18/03/10 BoD meeting minutes No. 14 19/03/10

OJSC ‘MMC Norilsk Nickel’

Contract of deposit in the form of Confirmation to the Master agreement оn deposit transactions No. GS/08/295 dated 7 August 2008 between JSC WGC-3 (Client) and OJSC JSCB ‘ROSBANK’(Bank) on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: 1 000 000 000 RUB Deposit period: 367 days Interest rate: at least 8.10% per annum Interest payments: end of term 18/03/10 BoD meeting minutes No. 14 19/03/10

OJSC ‘MMC Norilsk Nickel’

Contract of deposit in the form of Confirmation to the Master agreement оn deposit transactions No. GS/08/295 dated 7 August 2008 between JSC WGC-3 (Client) and OJSC JSCB ‘ROSBANK’(Bank) on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: 1 000 000 000 RUB Deposit period: 367 days Interest rate: at least 8.10% per annum Interest payments: end of term 18/03/10 BoD meeting minutes No. 14 19/03/10

OJSC ‘MMC Norilsk Nickel’

Contract of deposit in the form of Confirmation to the Master agreement оn deposit transactions No. GS/08/295 dated 7 August 2008 between JSC WGC-3 (Client) and OJSC JSCB ‘ROSBANK’(Bank) on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: up to 2 332 125 089.00 RUB Deposit period: 367 days Interest rate: at least 8.10% per annum Interest payments: end of term 18/03/10 BoD meeting minutes No. 14 19/03/10

OJSC ‘MMC Norilsk Nickel’

Addendum 1 to non-residential premises lease agreement No. 02-DRE-0956-09 dated 25 December 2009 between JSC WGC-3 (Lessor) and JSC ‘Remservice KGRES’ (Lessee). The monthly lease fee according to Addendum 1 to non-residential premises lease agreement No. 02-DRE-0956-09 dated 25 December 2009 between JSC WGC-3 (Lessor) and JSC ‘Remservice KGRES’ (Lessee) amounts to 206 130 (Two hundred and six thousand one hundred and thirty) RUB 90 kopecks, including 18% VAT 31 443 (Thirty-one thousand four hundred and forty-three) RUB 70 kopecks. 24/03/10 BoD meeting minutes No. 16 26/03/10

OJSC ‘MMC Norilsk Nickel’

Contract for transport services for removal of solid domestic waste between JSC WGC-3 (Executor) and ОАО JSC 'Hotel KGRES' (Customer). The price of transport services for removal of solid domestic waste under the agreement between JSC WGC-3 (Executor) and (Customer) amounts to 81 541 (Eightyone thousand five hundred and forty-one) RUB 04 kopecks, including 18% VAT – 12 438 (Twelve thousand four hundred and thirty-eight) RUB 46 kopecks. 24/03/10 BoD meeting minutes No. 16 26/03/10

JSC ‘Remservice KGRES’

OJSC ‘MMC Norilsk Nickel’

Services contract for maintenance, repair and emergency service of the lifting equipment between JSC WGC-3 (Executor) and JSC ‘Remservice KGRES’ (Customer). The price of services for maintenance, repair and emergency service lifting equipment performed under the contract between JSC WGC-3 (Executor) and JSC ‘Remservice KGRES’ (Customer) amounts to 115 278 (One hundred and fifteen thousand two hundred and seventy-eight) RUB 92 kopecks, including 18% VAT – 17 584 (Seventeen thousand five hundred and eighty-four) RUB 92 kopecks. 24/03/10 BoD meeting minutes No. 16 26/03/10

JSC 'Energia-1’

OJSC ‘MMC Norilsk Nickel’

Contract on supply and consumption of heat between JSC WGC-3 (Power supply organisation) and JSC ‘Energia-1’ (Consumer). Contract price for delivery and consumption of heat between JSC WGC-3 (Power supply organisation) and JSC ‘Energia-1’ (Consumer) is fixed in accordance with Attachment 7 to the Minutes. 24/03/10 BoD meeting minutes No. 16 26/03/10

OJSC JSCB ‘ROSBANK’

JSC ‘Remservice KGRES’

JSC 'Hotel KGRES'

Attachment 3 List of Transactions with Proprietary Interest

№

Contracting party

JSC ‘Vodokanal KGRES’

JSC ‘Energoservice’

JSC ‘Remservice KGRES’

JSC ‘Vodokanal KGRES’

JSC ‘Remservice KGRES’

Interested party (parties)

107 Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Addendum 1 to the lease agreement of water supply system dated 25 December 2009 No. 02-DRE-0958-09 between JSC WGC-3 (Lessor) and JSC ‘Vodokanal KGRES’ (Lessee). The monthly lease fee in accordance with the lease agreement between JSC WGC-3 (Lessor) and JSC ‘Vodokanal KGRES’ (Lessee) amounts to 192 000 (One hundred and ninety-two thousand) RUB 00 kopecks, including 18% VAT – 29 288 (Twenty-nine thousand two hundred and eighty-eight) RUB 14 kopecks. 24/03/10 BoD meeting minutes No. 16 26/03/10

OJSC ‘MMC Norilsk Nickel’

Addendum 1 to premises lease agreement of WGC-3 subsidiary Gusinoozerskaya TPP No. 06-AD-1641-09 dated 30 September 2009 between JSC WGC-3 (Lessor) and JSC ‘Energoservice’ (Lessee). The monthly lease fee in accordance with the lease agreement between JSC WGC-3 (Lessor) and JSC ‘Energoservice’ (Lessee) amounts to 144 121 (One hundred and forty-four thousand one hundred and twenty-one) RUB 14 kopecks, including 18% VAT – 21 984 (Twenty-one thousand nine hundred and eighty-four) RUB 59 kopecks. 24/03/10 BoD meeting minutes No. 16 26/03/10

OJSC ‘MMC Norilsk Nickel’

Contract for repair and maintenance (overhaul of the metal clad switchgear KRU-6/04 kV of Unit 5) for WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor). The price of overhaul of KRU -6/04 kV of Unit 5 performed under the contract between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor) amounts to 1 380 889 (One million three hundred and eighty thousand eight hundred and eighty-nine) RUB 35 kopecks, including 18% VAT – 210 644 (Two hundred and ten thousand six hundred and forty-four) RUB 14 kopecks. 30/03/10 BoD meeting minutes No. 17 01/04/10

OJSC ‘MMC Norilsk Nickel’

Agreement on sale and purchase of movable property between JSC WGC-3 (Buyer) and JSC ‘Remservice KGRES’ (Seller). The price of movable property purchased under the agreement of sale and purchase between JSC WGC-3 (Buyer) and JSC ‘Remservice KGRES’ (Seller) amounts to 127 541 (One hundred and twenty-seven thousand five hundred and forty-one) RUB 35 kopecks, including 18% VAT – 19 455 (Nineteen thousand four hundred and fifty-five) RUB 46 kopecks. 30/03/10 BoD meeting minutes No. 17 01/04/10

OJSC ‘MMC Norilsk Nickel’

Addendum 1 to the lease agreement (for the sewage system and sewage treatment facilities) No. 02-DRE-0986-09 dated 31 December 2009 between JSC WGC-3 and JSC ‘Vodokanal KGRES’. The monthly payment in accordance with the lease agreement (for the sewage system and sewage treatment facilities) No. 02-DRE-0986-09 dated 31 December 2009 between JSC WGC-3 (Lessor) and JSC ‘Vodokanal KGRES’ (Lessee) amounts to 198 647 (One hundred and ninety-eight thousand six hundred and forty-seven) RUB 73 kopecks, including 18% VAT – 30 302 (Thirty thousand three hundred and two) RUB 20 kopecks. 30/03/10 BoD meeting minutes No. 17 01/04/10

OJSC ‘MMC Norilsk Nickel’

Addendum 1 to the lease agreement (equipment, sewage treatment facilities equipment) dated 31 December 2009 No. 02-DRE -0987-09 between JSC WGC-3 and JSC ‘Vodokanal KGRES’. The monthly payment in accordance with lease agreement (equipment, sewage treatment facilities equipment) dated 31 December 2009 No. 02-DRE -0987-09 between JSC WGC-3 (Lessor) and JSC ‘Vodokanal KGRES’ (Lessee) amounts to 272 335 (Two hundred and seventy-two thousand three hundred and thirty-five) RUB 34 kopecks, including 18% VAT – 41 542 (Forty-one thousand five hundred and forty-two) RUB 68 kopecks. 30/03/10 BoD meeting minutes No. 17 01/04/10

OJSC ‘MMC Norilsk Nickel’

Contract for transport services for transportation of goods and passengers between JSC WGC-3 (Carrier) and JSC ‘Remservice KGRES’ (Customer). The cost of transport services for transportation of goods and passengers rendered under the contract between JSC WGC-3 (Carrier) and JSC ‘Remservice KGRES’ (Customer) is fixed in accordance with Attachment 6 to the Minutes and should not exceed 519 200 (Five hundred and nineteen thousand two hundred) RUB 00 kopecks, including 18% VAT – 79 200 (Seventy-nine thousand two hundred) RUB 00 kopecks. 30/03/10 BoD meeting minutes No. 17 01/04/10

Attachment 3

108 List of Transactions with Proprietary Interest №

Contracting party

Interested party (parties)

Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Agreement on the purchase and sale of immovable property between JSC WGC-3 (Buyer) and JSC ‘Kharanorenergoremont’ (Seller) made on the following essential conditions: Contract parties: Seller: JSC ‘Kharanorenergoremont’ Buyer: JSC WGC-3 Subject of contract: the purchase and sale of the following immovable property combined block TMM with a total area of 4 438.20 square metres located at the address: 674520, Zabaykalsky Krai, Olovyanninsky region, the village of Yasnogorsk; cadastral number75-75-17/166/2005-136; land property with a total in area of 9 775 square metres located at the address: 674520, Zabaykalsky Krai, Olovyanninsky region, the village of Yasnogorsk, cadastral number: 75:14:47 01 02:0050. Contract price: 11 537 686 (Eleven million five hundred and thirty-seven thousand six hundred and eighty-six) RUB 00 kopecks, including 18% VAT – 1 759 986 (One million seven hundred and fifty-nine thousand nine hundred and eighty-six) RUB 00 kopecks. Transfer of property: Seller transfers to Buyer immovable property, stated in item 2.2., in accordance with statement of transfer and acceptance, within three working days from the moment of the State registration of transfer of ownership for the immovable property. 30/03/10 BoD meeting minutes No. 17 01/04/10

OJSC ‘MMC Norilsk Nickel’

Agreement on the purchase and sale of movable property between JSC WGC-3 (Buyer) and JSC ‘Kharanorenergoremont’ (Seller), made on the following essential conditions: Contract parties: Seller: JSC ‘Kharanorenergoremont’ Buyer: JSC WGC-3 Subject of contract: Purchase and sale of the movable property specified in Attachment 20 to the Minutes of BoD Meeting Contract price: 7 070 274 (Seven million seventy thousand two hundred and seventy-four) RUB 44 kopecks, including VATДС 18% – 1 078 516 (One million seventy-eight thousand five hundred and sixteen) RUB 44 kopecks. 30/03/10 BoD meeting minutes No. 17 01/04/10

LLC ‘Ugolny Razrez‘

OJSC ‘MMC Norilsk Nickel’

Transaction on the Company’s contribution to the assets of LLC ‘Ugolny Razrez‘ made on the following essential conditions: - The value of the contribution made by the Company to the assets of LLC ‘Ugolny Razrez‘ amounts to 17 931 620 (seventeen million nine hundred and thirty-one thousand six hundred and twenty) RUB 78 kopecks. - The Company’s contribution to the assets of LLC ‘Ugolny Razrez‘ shall be effected by transfer of the assets stated in Attachment 2 to the Minutes, in the amount of 2 098 867.78 RUB and the right to use the mining plot ‘Ostalnye zapasy’ of Okino-Klyuchevsky coal field, which the Company possesses on the basis of License UDE No. 01221 TR and License Agreement (Attachment 1 to the License) registered in the Subsurface Management Department in the Buryat Republic (Registration No. 01221 dated 29 July 2008) in the amount of 15 832 753 RUB. 15/04/10 BoD meeting minutes No. 18 16/04/10

JSC ‘Motor Carrier’

OJSC ‘MMC Norilsk Nickel’

Agreement concerning termination of the agreement on communications services for legal entities and individual entrepreneurs No. 05-DIT-0013-08 dated 13 February 2008 between JSC WGC-3 (Communications provider) and JSC ‘Motor Carrier’ (Consumer). 15/04/10 BoD meeting minutes No. 18 16/04/10

JSC ‘Motor Carrier’

OJSC ‘MMC Norilsk Nickel’

Agreement concerning termination of the contract No. 05-DIT-0074-08 dated 23 April 2008 on rendering information services associated with the technical support and maintenance of software packages between JSC WGC-3 (Executor) and JSC ‘Motor Carrier’ (Customer). 15/04/10 BoD meeting minutes No. 18 16/04/10

JSC ‘Motor Carrier’

OJSC ‘MMC Norilsk Nickel’

Agreement concerning the termination of the contract dated 23 April 2008 No. -DIT-0075-08 on rendering technical support of the IT infrastructure between JSC WGC-3 (Executor) and JSC ‘Motor Carrier’ (Customer). 15/04/10 BoD meeting minutes No. 18 16/04/10

JSC ‘Motor Carrier’

OJSC ‘MMC Norilsk Nickel’

Agreement concerning termination of the contract No. 05-AD-0594-08 dated 12 January 2009 on servicing the fire safety alarms between JSC WGC-3 (Executor) and JSC ‘Motor Carrier’ (Customer). 15/04/10 BoD meeting minutes No. 18 16/04/10

JSC ‘Kharanor energoremont’

Attachment 3 List of Transactions with Proprietary Interest

№

100

101

Contracting party

JSC ‘ATP KGRES’

JSC ‘Remservice KGRES’

JSC 'Energia-1’

JSC ‘Energoservice’

JSC ‘Vodokanal KGRES’

JSC ‘Energoservice’

JSC ‘Remservice KGRES’

Interested party (parties)

109 Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Contract on rendering transport services for the transportation of the staff (passengers) by automobile transport between JSC WGC-3 (Carrier) and JSC ‘ATP KGRES’ (Customer). The price of transport services for transportation of the staff (passengers) by automobile transport rendered under the contract between JSC WGC-3 (Carrier) and JSC ‘ATP KGRES’ (Customer) equals monthly 10 275 (Ten thousand two hundred and seventy-five) RUB 22 kopecks, including 18% VAT – 1 567 (One thousand five hundred and sixty-seven) RUB 41 kopecks. 15/04/10 BoD meeting minutes No. 18 16/04/10

OJSC ‘MMC Norilsk Nickel’

Contract on rendering transport services for transportation of the staff (passengers) by automobile transport between JSC WGC-3 (Carrier) and JSC ‘Remservice KGRES’ (Customer). The price of transport services for transportation of the staff (passengers) by automobile transport rendered under the contract between JSC WGC-3 (Carrier) and JSC ‘Remservice KGRES’ (Customer) equals monthly 54 398 (Fiftyfour thousand three hundred and ninety-eight) RUB 20 kopecks, including 18% VAT – 8 298 (Eight thousand two hundred and ninety-eight) RUB 03 kopecks. 15/04/10 BoD meeting minutes No. 18 16/04/10

OJSC ‘MMC Norilsk Nickel’

Addendum 8 to immovable property lease agreement No. 258/06 dated 07 June 2006 between JSC WGC-3 (Lessor) and JSC ‘Energia-1’ (Lessee). The monthly lease fee under the immovable property lease agreement No. 258/06 dated 07 June 2006 between JSC WGC-3 (Lessor) and JSC ‘Energia-1’ (Lessee) in accordance with Addendum 8 amounts to 1 046 317 (One million forty-six thousand three hundred and seventeen) RUB 62 kopecks, including 18% VAT – 159 607 (One hundred and fifty-nine six hundred and seven) RUB 77 kopecks. 15/04/10 BoD meeting minutes No. 18 16/04/10

OJSC ‘MMC Norilsk Nickel’

Paid services agreement between JSC WGC-3 (Customer) and OJSC ‘Energoservice’ (Executor). The price of the services rendered under the services agreement between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Executor) amounts monthly to 681 450 (Six hundred and eighty-one thousand four hundred and fifty) RUB 00 kopecks, including 18% VAT – 103 950 (One hundred and three thousand nine hundred and fifty) RUB 00 kopecks. 15/04/10 BoD meeting minutes No. 18 16/04/10

OJSC ‘MMC Norilsk Nickel’

Lease agreement for working space and equipment of WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Energoservice’ (Lessee). The monthly lease fee under the lease agreement for working space and equipment of WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Energoservice’ (Lessee) amounts to 7 615 (Seven thousand six hundred and fifteen) RUB 99 kopecks, including 18% VAT – 1 161 (One thousand one hundred and sixty-one) RUB 76 kopecks. 15/04/10 BoD meeting minutes No. 18 16/04/10

OJSC ‘MMC Norilsk Nickel’

Services agreement on maintenance, repair and emergency service for the lifting equipment between JSC WGC-3 (Executor) and JSC ‘Vodokanal KGRES’ (Customer). The price of services for maintenance, repair and emergency service for the lifting equipment performed under the agreement between JSC WGC-3 (Executor) and JSC ‘Vodokanal KGRES’ (Customer) amounts to 9 581 (Nine thousand five hundred and eighty-one) RUB 60 kopecks, including 18% VAT – 1 461 (One thousand four hundred and sixty-one) RUB 60 kopecks. 15/04/10 BoD meeting minutes No. 18 16/04/10

OJSC ‘MMC Norilsk Nickel’

Lifting equipment lease agreement of Unit 4 of WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Energoservice’ (Lessee). The monthly lease fee under the lifting equipment lease agreement of Unit 4 WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Energoservice’ (Lessee) amounts to 200 560 (Two hundred thousand five hundred and sixty) RUB 25 kopecks, including 18% VAT – 30 593 (Thirty thousand five hundred and ninety-three) RUB 93 kopecks. 15/04/10 BoD meeting minutes No. 18 16/04/10

OJSC ‘MMC Norilsk Nickel’

Contract for installation works on the upgrading of the autotransformer 4 AT (phase А) of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of for installation works on the upgrading of the autotransformer 4 AT (phase А) of WGC-3 subsidiary Kostromskaya TPP performed under Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 8 000 358 (Eight million three hundred and fifty-eight) RUB 70 kopecks, including 18% VAT – 1 220 393 (One million two hundred and twenty thousand three hundred and ninety-three) RUB 70 kopecks. 15/04/10 BoD meeting minutes No. 18 16/04/10

Attachment 3

110 List of Transactions with Proprietary Interest №

Contracting party

Interested party (parties)

Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

102

JSC ‘ATP KGRES’

OJSC ‘MMC Norilsk Nickel’

Contract on rendering transport services for transportation of the staff (passengers) by automobile transport between JSC WGC-3 (Carrier) and JSC ‘ATP KGRES’ (Customer). The price of transport services for transportation of the staff (passengers) by automobile transport rendered under the contract between JSC WGC-3 (Carrier) and JSC ‘ATP KGRES’ (Customer). 21/04/10 BoD meeting minutes No. 19 23/04/10

103

JSC ‘Vodokanal KGRES’

OJSC ‘MMC Norilsk Nickel’

Contract for transport services for transportation of goods and passengers between JSC WGC-3 (Carrier) and JSC ‘Vodokanal KGRES’ (Customer). The cost of transport services for transportation of goods and passengers rendered under the contract between JSC WGC-3 (Carrier) and JSC ‘Vodokanal KGRES’ (Customer). 21/04/10 BoD meeting minutes No. 19 23/04/10

OJSC ‘MMC Norilsk Nickel’

Interest-bearing loan Agreement between JSC WGC-3 and LLC ‘Ugolny Razrez‘, made on the following essential conditions: Contract parties: Lender: JSC WGC-3. Borrower: LLC ‘Ugolny Razrez‘. Subject of contract: Lender shall give to Borrower interest-bearing loan for the period up to 31 March 2015 (inclusive) and Borrower shall return similar sum of money and pay interest for using loan in the amount, order and terms, stipulated by the contract. Loan has a purposive character and is given under the condition of using the funds received by Borrower to finance investment program, approved by Board of Directors of LLC ‘Ugolny Razrez‘ with a budget for 2010. Loan is given by instalments (in Tranches). Loan amount: 706 000 000 (Seven hundred and six million) RUB. Interest rate for using loan: 10% (ten) per annum Interest payments: last working day of interest period. Interest period is a fixed period of time, for which interest is calculated. 6) Payments of each Tranche: not later than 31 March 2015. 22/04/10 BoD meeting Minutes No. 20 27/04/10

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) made on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: 1 000 000 000.00 RUB Deposit period: 271 days Interest rate: at least 6.70% per annum Interest payments: end of term 22/04/10 BoD meeting minutes No. 20 27/04/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) made on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: 1 000 000 000.00 RUB Deposit period: 271 days Interest rate: at least 6.70% per annum Interest payments: end of term 22/04/10 BoD meeting minutes No. 20 27/04/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) made on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: 1 000 000 000.00 RUB Deposit period: 271 days Interest rate: at least 6.70% per annum Interest payments: end of term 22/04/10 BoD meeting minutes No. 20 27/04/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) made on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: 1 000 000 000.00 RUB Deposit period: 271 days Interest rate: at least 6.70% per annum Interest payments: end of term 22/04/10 BoD meeting minutes No. 20 27/04/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) made on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: 681 000 000.00 RUB Deposit period: 271 days Interest rate: at least 6.70% per annum Interest payments: end of term 22/04/10 BoD meeting minutes No. 20 27/04/10 / 24/06/10 AGM minutes No. 12 29/06/10

104

105

106

107

108

109

LLC ‘Ugolny Razrez‘

OJSC ‘VTB Bank’

Attachment 3 List of Transactions with Proprietary Interest

№

110

111

112

113

114

115

116

Contracting party

JSC ‘Remservice KGRES’

OJSC ‘VTB Bank’

JSC ‘Remservice KGRES’

JSC ‘ATP KGRES’

JSC ‘KER’

JSC ‘Remservice KGRES’

Interested party (parties)

111 Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Contract for the execution of construction and assembly works on upgrading of the 220 kV outdoor switchyard with the replacement of high-voltage switches of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of construction and assembly works on reconstruction of upgrading of the 220 kV outdoor switchyard with the replacement of high-voltage switches of WGC-3 subsidiary Kostromskaya TPP performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 3 565 709 (Three million five hundred and sixty-five thousand seven hundred and nine) RUB 95 kopecks, including 18% VAT – 543 921 (Five hundred and forty-three thousand nine hundred and twenty-one) RUB 85 kopecks. 11/05/10 BoD meeting minutes No. 23 12/05/10

OJSC ‘MMC Norilsk Nickel’

FTD Contracts between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) made on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: 500 000 000.00 RUB Deposit period: 91 days Interest rate: at least 5.25% per annum Interest payments: end of term 21/05/10 BoD meeting minutes No. 25 24/05/10

OJSC ‘MMC Norilsk Nickel’

Contract for redecoration of buildings and structures of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of works on redecoration of buildings and structures of WGC-3 subsidiary Kostromskaya TPP performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 15 003 894 (Fifteen million three thousand eight hundred and ninety-four) RUB 70 kopecks, including 18% VAT – 2 288 729 (Two million two hundred and eighty-eight thousand seven hundred and twenty-nine) RUB 70 kopecks. 27/05/10 BoD meeting minutes No. 27 28/05/10

OJSC ‘MMC Norilsk Nickel’

Service contract on trial of electrical equipment and tools for JSC ‘ATP KGRES’ between JSC WGC-3 (Executor) and JSC ‘ATP KGRES’ (Customer). The price of services on trial of electrical equipment and tools for JSC ‘ATP KGRES’ rendered under the contract between JSC WGC-3 (Executor) and JSC ‘ATP KGRES’ (Customer) amounts to 22 686 (Twenty-two thousand six hundred and eighty-six) RUB 68 kopecks, including 18% VAT – 3 460 (Three thousand four hundred and sixty) RUB 68 kopecks. 27/05/10 BoD meeting minutes No. 27 28/05/10

OJSC ‘MMC Norilsk Nickel’

Contract for reconstruction of the boiler unit station 4 and replacement of the pump of coagulating agent of WGC-3 subsidiary Pechorskaya TPP between JSC WGC-3 (Customer) and JSC ‘KER’ (Contractor). The price of works on reconstruction of the boiler unit station 4 and replacement of the pump of coagulating agent of WGC-3 subsidiary Pechorskaya TPP rendered under the Contract between JSC WGC-3 (Customer) and JSC ‘KER’ (Contractor) amounts to 250 600 (two hundred and fifty thousand six hundred) RUB 62 kopecks, including 18% VAT – 38 227 (thirty-eight thousand two hundred and twenty-seven) RUB 21 kopecks. 27/05/10 BoD meeting minutes No. 27 28/05/10

OJSC ‘MMC Norilsk Nickel’

Contract for reconstructive maintenance of the driver-turbine rotor PTN of Unit 2 of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of works on reconstructive maintenance of the driver-turbine rotor PTN of Unit 2 of WGC-3 subsidiary Kostromskaya TPP performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 717 317 (Seven hundred and seventeen thousand three hundred and seventeen) RUB 28 kopecks, including 18% VAT – 109 421 (One hundred and nine thousand four hundred and twenty-one) RUB 28 kopecks. 27/05/10 BoD meeting minutes No. 27 28/05/10

112

Attachment 3 List of Transactions with Proprietary Interest

№

117

118

119

120

121

122

Contracting party

JSC ‘Remservice KGRES’

JSC ‘Energoservice’

JSC ‘KER’

Interested party (parties)

Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Contract for the execution of construction and assembly works on upgrading of the 220 kV outdoor switchyard with the replacement of high-voltage switches of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of construction and assembly works on upgrading of the 220 kV outdoor switchyard with the replacement of highvoltage switches of WGC-3 subsidiary Kostromskaya TPP performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 3 565 709 (Three million five hundred and sixty-five thousand seven hundred and nine) RUB 95 kopecks, including 18% VAT – 543 921 (Five hundred and forty-three thousand nine hundred and twenty-one) RUB 85 kopecks. 27/05/10 BoD meeting minutes No. 27 28/05/10

OJSC ‘MMC Norilsk Nickel’

Contract for the execution of mechanical works on reconstruction of high-pressure preheater (PVD-5, PVD-6, PVD-7) 2 series (inv. No. 16440) with installation of turning thumbwheels of PVD level of Unit 5 for WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor). The price of mechanical works on reconstruction of high-pressure preheater (PVD-5, PVD-6, PVD-7) 2 series (inv. No. 16440) with installation of turning thumbwheels of PVD level of Unit 5performed under Contract between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor) amounts to 156 037 (One hundred and fifty-six thousand thirty-seven) RUB 38 kopecks, including 18% VAT – 23 802 (Twenty-three thousand eight hundred and two) RUB 31 kopecks. 27/05/10 BoD meeting minutes No. 27 28/05/10

OJSC ‘MMC Norilsk Nickel’

Contract for the execution of mechanical works on reconstruction of feed water pipe for injections, St20, 76х11, 640 m (Inv. No. 16390/54) with installation of turning thumbwheels for injections No. 1.2 of Unit 5 for WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor). The price of mechanical works on reconstruction of feed water pipe for injections, St20, 76х11, 640 m (Inv. No. 16390/54) with installation of turning thumbwheels for injections No. 1.2 of Unit 5performed under the contract between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor) amounts to 85 351 (Eighty-five thousand three hundred and fifty-one) RUB 75 kopecks, including 18% VAT – 13 019 (Thirteen thousand and nineteen) RUB 76 kopecks. 27/05/10 BoD meeting minutes No. 27 28/05/10

OJSC ‘MMC Norilsk Nickel’

Contract for overhaul maintenance of auxiliary equipment of Unit 5 for WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor). The price of works on overhaul maintenance of auxiliary equipment of Unit 5 performed under Contract between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor) amounts to 11 059 016 (Eleven million fifty-nine thousand and sixteen) RUB 89 kopecks, including 18% VAT – 1 686 968 (One million six hundred and eighty-six thousand nine hundred and sixty-eight) RUB 68 kopecks. 27/05/10 BoD meeting minutes No. 27 28/05/10

OJSC ‘MMC Norilsk Nickel’

Contract for overhaul maintenance of turbine set and turbine-driven generator station 5 for WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor). The price of works on overhaul maintenance of turbine set and turbine-driven generator station 5performed under Contract between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor) amounts to 9 172 861 (Nine million one hundred and seventy-two thousand eight hundred and sixty-one) RUB 89 kopecks, including 18% VAT – 1 399 250 (One million three hundred and ninetynine thousand two hundred and fifty) RUB 12 kopecks. 27/05/10 BoD meeting minutes No. 27 28/05/10

OJSC ‘MMC Norilsk Nickel’

Contract for the execution of repair works of main and in-office heating systems of WGC-3 subsidiary Pechorskaya TPP between JSC WGC-3 (Customer) and JSC ‘KER’ (Contractor). The price of repair works of main and in-office heating systems of WGC-3 subsidiary Pechorskaya TPP performed under the contract between JSC WGC-3 (Customer) and JSC ‘KER’ (Contractor) amounts to 5 785 766 (five million seven hundred and eighty-five thousand seven hundred and sixty-six) RUB 81 kopecks, including 18% VAT – 882 574 (eight hundred and eighty-two thousand five hundred and seventyfour) RUB 60 kopecks. 27/05/10 BoD meeting minutes No. 27 28/05/10

Attachment 3 List of Transactions with Proprietary Interest

№

123

124

125

126

127

Contracting party

LLC ‘MC Sports Projects’

Parinov Kirill Yurievich

Kostoev Dmitry Ruslanovich

Emdin Sergey Vladimirovich

Surikov Oleg Vyacheslavovich

Interested party (parties)

113 Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Agency agreement between JSC WGC-3 (Principal) and LLC ‘MC Sports Projects’ (Agent), which is the transaction of interest, made on the following essential conditions: Contract parties: Principal: JSC WGC-3. Agent: LLC ‘MC Sports Projects’. Subject of contract: Principal assigns, and Agent is obliged to complete by order, on behalf and at the expense of Principal all necessary actions, connected with conclusion and fulfilment of the contracts on sponsorship between Principal and LLC ‘PHC CSKA’, LLC ‘ICC Norilsk Nickel’ and LLC ‘PBC CSKA’ (hereinafter referred to as – Sponsoring clubs) for implementation of sponsorship by Principal for the performance of Sponsoring clubs under the conditions of rendering services to Principal by them on distribution and circulation of advertising information about Principal, distribution of Principal’s symbolics on training form, print media materials, official pages on the Internet, on the playgrounds, as well as on Principal’s entitlement to use the information about Sponsoring clubs for own purposes. The sum of money, transferred to Agent by Principal for the purpose of fulfilment of the agency order: 755 170 000 (seven hundred and fifty-five million one hundred and seventy thousand) RUB 00 kopecks, including 18% VAT – 115 195 423 (one hundred and fifteen million one hundred and ninety-five thousand four hundred and twenty-three) RUB 73 kopecks. The amount of Agent’s reward: 30 000 (thirty thousand) RUB 00 kopecks, including 18% VAT – 4 576 (four thousand five hundred and seventy-six) RUB 27 kopecks. The term of contract: till 31 December 2010. Other terms of the Agreement: Period of rendering services: under the Agreement between JSC WGC-3 and LLC ‘PHC CSKA’ – from 01 January 2010 till 31 December 2010; under the Agreement between JSC WGC-3 and LLC ‘PBC CSKA’ – from 01 January 2010 till 31 December 2010; under the Agreement between JSC WGC-3 and LLC ‘ICC Norilsk Nickel’ – from 01 January 2010 till 31 December 2010. Sponsoring clubs not later than 10 days from the moment of confirmation (coordination or determination in another final form) of schedules for game-playing within Russian championships, warm-up matches or other sport events present this information to Principal, signed by an authorized representative and with a stamp of Sponsoring club. In accordance with the transaction, conducted by Agent with a third party on behalf and at the expense of Principal, Principal directly has these rights and obligations. 27/05/10 BoD meeting minutes No. 27 28/05/10

Parinov Kirill Yurievich

Addendum to Agreement dated 10 February 2009 No. 01-DKP-0949-09 between JSC WGC-3 and WGC-3 BoD member Mr. Parinov Kirill Yurievich is a transaction with proprietary interest. The price of Addendum to Agreement dated 10 February 2009 No. 01-DKP-0949-09 between JSC WGC-3 and WGC-3 BoD member Mr. Parinov Kirill Yurievich is fixed in accordance with the terms stated in the draft addendum (Attachment 1 to the Minutes of BoD Meeting). 16/06/10 BoD meeting minutes No. 30 18/06/10

Kostoev Dmitry Ruslanovich

Addendum to Agreement dated 10 February 2009 No 01-DKP-0943-09 between JSC WGC-3 and WGC-3 BoD member Mr. Kostoev Dmitry Ruslanovich. The price of Addendum to Agreement dated 10 February 2009 No. 01-DKP-0943-09 between JSC WGC-3 and WGC-3 BoD member Mr. Kostoev Dmitry Ruslanovich is fixed in accordance with the terms stated in the draft addendum (Attachment 2 to the Minutes of BoD Meeting). 16/06/10 BoD meeting minutes No. 30 18/06/10

Emdin Sergey Vladimirovich

Addendum to Agreement dated 10 February 2009 No 01-DKP-0945-09 between JSC WGC-3 and WGC-3 BoD member Mr. Emdin Sergey Vladimirovich. The price of Addendum to Agreement dated 10 February 2009 No. 01-DKP-0945-09 between JSC WGC-3 and WGC-3 BoD member Mr. Emdin Sergey Vladimirovich is fixed in accordance with the terms stated in the draft addendum (Attachment 3 to the Minutes of BoD Meeting). 16/06/10 BoD meeting minutes No. 30 18/06/10

Surikov Oleg Vyacheslavovich

Addendum to Agreement dated 10 February 2009 No. 01-DKP-0949-09 between JSC WGC-3 and WGC-3 BoD member Mr. Surikov Oleg Vyacheslavovich. The price of Addendum to Agreement dated 10 February 2009 No. 01-DKP-0947-09 between JSC WGC-3 and WGC-3 BoD member Mr. Surikov Oleg Vyacheslavovich is fixed in accordance with the terms stated in the draft addendum (Attachment 4 to the Minutes of BoD Meeting). 16/06/10 BoD meeting minutes No. 30 18/06/10

114

Attachment 3 List of Transactions with Proprietary Interest

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128

129

130

131

132

133

134

135

136

Contracting party

Cherny Anton Viktorovich

Sokov Maxim Mikhailovich

Solovyov Vladislav Alexandrovich

Pivovarchuk Oleg Modestovich

Orelkin Alexander Viktorovich

Gololobova Natalya Vladimirovna

Emdin Sergey Vladimirovich

Zenka Yanis Yanovich

Kostoev Dmitry Ruslanovich

Interested party (parties)

Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

Cherny Anton Viktorovich

Addendum to Agreement dated 10 February 2009 No. 01-DKP-0196-09 between JSC WGC-3 and WGC-3 BoD member Mr. Cherny Anton Viktorovich. The price of Addendum to Agreement dated 10 February 2009 No. 01-DKP -0196-09 between JSC WGC-3 and WGC-3 BoD member Mr. Cherny Anton Viktorovich is fixed in accordance with the terms stated in the draft addendum (Attachment 5 to the Minutes of BoD Meeting). 16/06/10 BoD meeting minutes No. 30 18/06/10

Sokov Maxim Mikhailovich

Addendum to Agreement dated 10 February 2009 No. 01-DKP-0935-09 between JSC WGC-3 and WGC-3 BoD member Mr. Sokov Maxim Mikhailovich. The price of Addendum to Agreement dated 10 February 2009 No. 01-DKP -0935-09 between JSC WGC-3 and WGC-3 BoD member Mr. Sokov Maxim Mikhailovich is fixed in accordance with the terms stated in the draft addendum (Attachment 6 to the Minutes of BoD Meeting). 16/06/10 BoD meeting minutes No. 30 18/06/10

Solovyov Vladislav Alexandrovich

Addendum to Agreement dated 10 February 2009 No. 01-DKP-0939-09 between JSC WGC-3 and WGC-3 BoD member Mr. Solovyov Vladislav Alexandrovich. The price of Addendum to Agreement dated 10 February 2009 No. 01-DKP -0939-09 between JSC WGC-3 and WGC-3 BoD member Mr. Solovyov Vladislav Alexandrovich is fixed in accordance with the terms stated in the draft addendum (Attachment 7 to the Minutes of BoD Meeting). 16/06/10 BoD meeting minutes No. 30 18/06/10

Pivovarchuk Oleg Modestovich

Addendum to Agreement dated 10 February 2009 No. 01-DKP-0941-09 between JSC WGC-3 and WGC-3 BoD member Mr. Pivovarchuk Oleg Modestovich. The price of Addendum to Agreement dated 10 February 2009 No. 01-DKP -0941-09 between JSC WGC-3 and WGC-3 BoD member Mr. Pivovarchuk Oleg Modestovich is fixed in accordance with the terms stated in the draft addendum (Attachment 8 to the Minutes of BoD Meeting). 16/06/10 BoD meeting minutes No. 30 18/06/10

Orelkin Alexander Viktorovich

Addendum to Agreement dated 10 February 2009 No. 01-DKP-0937-09 between JSC WGC-3 and WGC-3 BoD member Mr. Orelkin Alexander Viktorovich. The price of Addendum to Agreement dated 10 February 2009 No. 01-DKP -0937-09 between JSC WGC-3 and WGC-3 BoD member Mr. Orelkin Alexander Viktorovich is fixed in accordance with the terms stated in the draft addendum (Attachment 9 to the Minutes of BoD Meeting). 16/06/10 BoD meeting minutes No. 30 18/06/10

Gololobova Natalya Vladimirovna

Addendum to Agreement dated 16 September 2009 No. 01-DKP-1023-09 between JSC WGC-3 and WGC-3 BoD member Ms. Gololobova Natalya Vladimirovna. The price of Addendum to Agreement dated 16 September 2009 No. 01-DKP -1023-09 between JSC WGC-3 and WGC-3 BoD member Ms. Gololobova Natalya Vladimirovna is fixed in accordance with the terms stated in the draft addendum (Attachment 10 to the Minutes of BoD Meeting). 16/06/10 BoD meeting minutes No. 30 18/06/10

Emdin Sergey Vladimirovich

Addendum to Agreement dated 21 September 2009 No. 01-DKP-1025-09 between JSC WGC-3 and WGC-3 BoD member Mr. Emdin Sergey Vladimirovich. The price of Addendum to Agreement dated 21 September 2009 No. 01-DKP 1025-09 between JSC WGC-3 and WGC-3 BoD member Mr. Emdin Sergey Vladimirovich is fixed in accordance with the terms stated in the draft addendum (Attachment 11 to the Minutes of BoD Meeting). 16/06/10 BoD meeting minutes No. 30 18/06/10

Zenka Yanis Yanovich

Addendum to Agreement dated 16 September 2009 No. 01-DKP-1021-09 between JSC WGC-3 and WGC-3 BoD member Mr. Zenka Yanis Yanovich. The price of Addendum to Agreement dated 16 September 2009 No. 01-DKP 1021-09 between JSC WGC-3 and WGC-3 BoD member Mr. Zenka Yanis Yanovich is fixed in accordance with the terms stated in the draft addendum (Attachment 12 to the Minutes of BoD Meeting). 16/06/10 BoD meeting minutes No. 30 18/06/10

Kostoev Dmitry Ruslanovich

Addendum to Agreement dated 21 September 2009 No. 01-DKP-1039-09 between JSC WGC-3 and WGC-3 BoD member Mr. Kostoev Dmitry Ruslanovich. The price of Addendum to Agreement dated 21 September 2009 No. 01-DKP 1039-09 between JSC WGC-3 and WGC-3 BoD member Mr. Kostoev Dmitry Ruslanovich is fixed in accordance with the terms stated in the draft addendum (Attachment 13 to the Minutes of BoD Meeting). 16/06/10 BoD meeting minutes No. 30 18/06/10

Attachment 3 List of Transactions with Proprietary Interest

№

137

138

139

140

141

142

143

144

145

Contracting party

Orelkin Alexander Viktorovich

Parinov Kirill Yurievich

Pivovarchuk Oleg Modestovich

Sokov Maxim Mikhailovich

Solovyov Vladislav Alexandrovich

Surikov Oleg Vyacheslavovich

Cherny Anton Viktorovich

OJSC ‘VTB Bank’

Interested party (parties)

115 Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

Orelkin Alexander Viktorovich

Addendum to Agreement dated 21 September 2009 No. 01-DKP-1041-09 between JSC WGC-3 and WGC-3 BoD member Mr. Orelkin Alexander Viktorovich. The price of Addendum to Agreement dated 21 September 2009 No. 01-DKP 1041-09 between JSC WGC-3 and WGC-3 BoD member Mr. Orelkin Alexander Viktorovich is fixed in accordance with the terms stated in the draft addendum (Attachment 14 to the Minutes of BoD Meeting). 16/06/10 BoD meeting minutes No. 30 18/06/10

Parinov Kirill Yurievich

Addendum to Agreement dated 21 September 2009 No. 01-DKP-1035-09 between JSC WGC-3 and WGC-3 BoD member Mr. Parinov Kirill Yurievich. The price of Addendum to Agreement dated 21 September 2009 No. 01-DKP 1035-09 between JSC WGC-3 and WGC-3 BoD member Mr. Parinov Kirill Yurievich is fixed in accordance with the terms stated in the draft addendum (Attachment 15 to the Minutes of BoD Meeting). 16/06/10 BoD meeting minutes No. 30 18/06/10

Pivovarchuk Oleg Modestovich

Addendum to Agreement dated 21 September 2009 No. 01-DKP-1031-09 between JSC WGC-3 and WGC-3 BoD member Mr. Pivovarchuk Oleg Modestovich. The price of Addendum to Agreement dated 21 September 2009 No. 01-DKP 1031-09 between JSC WGC-3 and WGC-3 BoD member Mr. Pivovarchuk Oleg Modestovich is fixed in accordance with the terms stated in the draft addendum (Attachment 16 to the Minutes of BoD Meeting). 16/06/10 BoD meeting minutes No. 30 18/06/10

Sokov Maxim Mikhailovich

Addendum to Agreement dated 21 September 2009 No. 01-DKP-1037-09 between JSC WGC-3 and WGC-3 BoD member Mr. Sokov Maxim Mikhailovich. The price of Addendum to Agreement dated 21 September 2009 No. 01-DKP 1037-09 between JSC WGC-3 and WGC-3 BoD member Mr. Sokov Maxim Mikhailovich is fixed in accordance with the terms stated in the draft addendum (Attachment 17 to the Minutes of BoD Meeting). 16/06/10 BoD meeting minutes No. 30 18/06/10

Solovyov Vladislav Alexandrovich

Addendum to Agreement dated 21 September 2009 No. 01-DKP-1033-09 between JSC WGC-3 and WGC-3 BoD member Mr. Solovyov Vladislav Alexandrovich The price of Addendum to Agreement dated 21 September 2009 No. 01-DKP 1033-09 between JSC WGC-3 and WGC-3 BoD member Mr. Solovyov Vladislav Alexandrovich is fixed in accordance with the terms stated in the draft addendum (Attachment 18 to the Minutes of BoD Meeting). 16/06/10 BoD meeting minutes No. 30 18/06/10

Surikov Oleg Vyacheslavovich

Addendum to Agreement dated 21 September 2009 No. 01-DKP-1026-09 between JSC WGC-3 and WGC-3 BoD member Mr. Surikov Oleg Vyacheslavovich. The price of Addendum to Agreement dated 21 September 2009 No. 01-DKP 1026-09 between JSC WGC-3 and WGC-3 BoD member Mr. Surikov Oleg Vyacheslavovich is fixed in accordance with the terms stated in the draft addendum (Attachment 19 to the Minutes of BoD Meeting). 16/06/10 BoD meeting minutes No. 30 18/06/10

Cherny Anton Viktorovich

Addendum to Agreement dated 21 September 2009 No. 01-DKP-1029-09 between JSC WGC-3 and WGC-3 BoD member Mr. Cherny Anton Viktorovich. The price of Addendum to Agreement dated 21 September 2009 No. 01-DKP 1029-09 between JSC WGC-3 and WGC-3 BoD member Mr. Cherny Anton Viktorovich is fixed in accordance with the terms stated in the draft addendum (Attachment 20 to the Minutes of BoD Meeting). 16/06/10 BoD meeting minutes No. 30 18/06/10

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) и OJSC ‘VTB Bank’ (Bank) made on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF. Amount of deposit: 1 000 000 000.00 RUB Deposit period: 61 days Interest rate: at least 4.75% per annum Interest payments: end of term 21/06/10 BoD meeting minutes No. 31 22/06/10

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) made on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF. Amount of deposit: 1 050 000 000.00 RUB Deposit period: 31 days Interest rate: at least 4.0% per annum Interest payments: end of term 21/06/10 BoD meeting minutes No. 31 22/06/10

Attachment 3

116 List of Transactions with Proprietary Interest №

146

147

148

149

150

151

Contracting party

OJSC ‘VTB Bank’

JSC ‘Energoservice’

Interested party (parties)

Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) made on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF. Amount of deposit: 350 000 000.00 RUB Deposit period: 91 days Interest rate: at least 5.25% per annum Interest payments: end of term 21/06/10 BoD meeting minutes No. 31 22/06/10

OJSC ‘MMC Norilsk Nickel’

Contract for anticorrosion protection of inner m/c gas flue of Unit 5, repair and restoration works on gas flue heat-insulation of Units 5, 6 for WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor). The price of works on anticorrosion protection of inner m/c gas flue of Unit 5, repair and restoration works on gas flue heat-insulation of Units 5, 6 for WGC-3 subsidiary Gusinoozerskaya TPP performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor) amounts to 1 350 993 (One million three hundred and fifty thousand nine hundred and ninety-three) RUB 33 kopecks, including 18% VAT – 206 083 (Two hundred and six thousand eighty-three) RUB kopecks. 23/06/10 BoD meeting minutes No. 32 25/06/10

OJSC ‘MMC Norilsk Nickel’

Contract for works on impaction and glaring of main buildings, THC buildings and facilities 1, 2 series for WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor). The price of works on impaction and glaring of main buildings, THC buildings and facilities 1, 2 series performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor) amounts to 2 273 309 (Two million two hundred seventy-three thousand three hundred and nine) RUB 40 kopecks, including 18% VAT – 346 776 (Three hundred and fortysix thousand seven hundred and seventy-six) RUB 01 kopeck. 23/06/10 BoD meeting minutes No. 32 25/06/10

OJSC ‘MMC Norilsk Nickel’

Contract for reconstruction of belt-type conveyors 1, 2 series with the replacement of a conveyer belt for WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor). The price of works on reconstruction of belt-type conveyors 1,2 series with the replacement of a conveyer belt performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor) amounts to 469 885 (Four hundred and sixty-nine thousand eight hundred and eighty-five) RUB 42 kopecks, including 18% VAT – 71 677 (Seventy-one thousand six hundred and seventy-seven) RUB 44 kopecks. 23/06/10 BoD meeting minutes No. 32 25/06/10

OJSC ‘MMC Norilsk Nickel’

Contract for the execution of mechanical works on reconstruction of steam dust prevention for fuel supply with installation of valves and piping for WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor). The price of mechanical works on reconstruction of steam dust prevention for fuel supply with installation of valves and piping performed under the contract between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor) amounts to 249 875 (Two hundred and forty-nine thousand eight hundred and seventy-five) RUB 61 kopecks, including 18% VAT – 38 166 (Thirty-eight thousand one hundred and sixty-six) RUB 62 kopecks. 23/06/10 BoD meeting minutes No. 32 25/06/10

OJSC ‘MMC Norilsk Nickel’

Contract for assembling wood catchers of I queue fuel supply for WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor). The price of works on assembling wood catchers of I queue fuel supply performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor) amounts to 1 116 332 (One million one hundred and sixteen thousand three hundred and thirty-two) RUB 06 kopecks, including 18% VAT – 170 287 (One hundred and seventy thousand two hundred and eighty-seven) RUB 94 kopecks. 23/06/10 BoD meeting minutes No. 32 25/06/10

Attachment 3 List of Transactions with Proprietary Interest

№

152

153

154

155

156

157

158

Contracting party

JSC ‘Energoservice’

JSC ‘Remservice KGRES’

JSC ‘ATP KGRES’

JSC ‘YUTSK’

Parinov Kirill Yurievich

Kostoev Dmitry Ruslanovich

Emdin Sergey Vladimirovich

Interested party (parties)

117 Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Contract for the works on cable channels dampproofing: at level-3.00 in the main building 1 queue, on bearing bars replacement, on seismic belt reconstruction with foundation pour MD-3 in the building DK 2 series for WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor). The price of works on dampproofing: at level-3.00 in main building 1 queue, on bearing bars replacement, on a seismic belt reconstruction with foundation pour MD-3 in the building DK 2 series performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor) amounts to 1 086 620 (One million eighty-six thousand six hundred and twenty) RUB 20 kopecks, including 18% VAT – 165 755 (One hundred and sixty-five thousand seven hundred and fifty-five) RUB 62 kopecks. 23/06/10 BoD meeting minutes No. 32 25/06/10

OJSC ‘MMC Norilsk Nickel’

Contract for the execution of mechanical works on the reconstruction of GRP-3 with gas pipe lines and inner gas pipe lines of the Unit 9 boiler of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of mechanical works on the reconstruction of GRP-3 with gas pipe lines and inner gas pipe lines of the Unit 9 boiler of WGC-3 subsidiary Kostromskaya TPP performed under the independent-work between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 38 220 313 (Thirty-eight million two hundred and twenty thousand three hundred and thirteen) RUB 28 kopecks, including 18% VAT – 5 830 217 (Five million eight hundred and thirty thousand two hundred and seventeen) RUB 28 kopecks. 23/06/10 BoD meeting minutes No. 32 25/06/10

OJSC ‘MMC Norilsk Nickel’

Contract for the execution of mechanical works on the reconstruction of submain heat supply network and hot water system of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘ATP KGRES’ (Contractor). The price of mechanical works on the reconstruction of submain heat supply network and hot water system of WGC-3 subsidiary Kostromskaya TPP performed under the independent-work between JSC WGC-3 (Customer) and JSC ‘ATP KGRES’ (Contractor) amounts to 9 489 937 (Nine million four hundred and eighty-nine thousand nine hundred and thirty-seven) RUB 18 kopecks, including 18% VAT – 1 447 617 (One million four hundred and forty-seven thousand six hundred and seventeen) RUB 54 kopecks. 23/06/10 BoD meeting minutes No. 32 25/06/10

OJSC ‘MMC Norilsk Nickel’

Contract for transport services for transportation of goods and passengers between JSC WGC-3 (Carrier) and JSC ‘YUTSK’ (Customer). The cost of transport services for transportation of goods and passengers rendered under the contract between JSC WGC-3 (Carrier) and JSC ‘YUTSK’ (Customer), is fixed in accordance with the terms stated in the draft addendum (Attachment 13 to the Minutes of BoD Meeting). 23/06/10 BoD meeting minutes No. 32 25/06/10

Parinov Kirill Yurievich

Addendum to Agreement dated 10 February 2009 No. 01-DKP-0949-09 between JSC WGC-3 and WGC-3 BoD member Mr. Parinov Kirill Yurievich. The price of Addendum to Agreement dated 10 February 2009 No. 01-DKP 0949-09 between JSC WGC-3 and WGC-3 BoD member Mr. Parinov Kirill Yurievich is fixed in accordance with the terms stated in the draft addendum (Attachment 14 to the Minutes of BoD Meeting). 23/06/10 BoD meeting minutes No. 32 25/06/10

Kostoev Dmitry Ruslanovich

Addendum to Agreement dated 10 February 2009 No. 01-DKP-0943-09 between JSC WGC-3 and WGC-3 BoD member Mr. Kostoev Dmitry Ruslanovich. The price of Addendum to Agreement dated 10 February 2009 No. 01-DKP- 0943-09 between JSC WGC-3 and WGC-3 BoD member Mr. Kostoev Dmitry Ruslanovich is fixed in accordance with the terms stated in the draft addendum (Attachment 15 to the Minutes of BoD Meeting). 23/06/10 BoD meeting minutes No. 32 25/06/10

Emdin Sergey Vladimirovich

Addendum to Agreement dated 10 February 2009 No. 01-DKP-0945-09 between JSC WGC-3 and WGC-3 BoD member Mr. Emdin Sergey Vladimirovich. The price of Addendum to Agreement dated 10 February 2009 No. 01-DKP- 0945-09 between JSC WGC-3 and WGC-3 BoD member Mr. Emdin Sergey Vladimirovich is fixed in accordance with the terms stated in the draft addendum (Attachment 16 to the Minutes of BoD Meeting). 23/06/10 BoD meeting minutes No. 32 25/06/10

Attachment 3

118 List of Transactions with Proprietary Interest â&#x201E;&#x2013;

159

160

161

162

163

164

165

166

167

Contracting party

Surikov Oleg Vyacheslavovich

Cherny Anton Viktorovich

Sokov Maxim Mikhailovich

Solovyov Vladislav Alexandrovich

Pivovarchuk Oleg Modestovich

Orelkin Alexander Viktorovich

Gololobova Natalya Vladimirovna

Emdin Sergey Vladimirovich

Zenka Yanis Yanovich

Interested party (parties)

Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

Surikov Oleg Vyacheslavovich

Addendum to Agreement dated 10 February 2009 No. 01-DKP-0947-09 between JSC WGC-3 and WGC-3 BoD member Mr. Surikov Oleg Vyacheslavovich. The price of Addendum to Agreement dated 10 February 2009 No. 01-DKP- 0947-09 between JSC WGC-3 and WGC-3 BoD member Mr. Surikov Oleg Vyacheslavovich is fixed in accordance with the terms stated in the draft addendum (Attachment 17 to the Minutes of BoD Meeting). 23/06/10 BoD meeting minutes No. 32 25/06/10

Cherny Anton Viktorovich

Addendum to Agreement dated 10 February 2009 No. 01-DKP-0196-09 between JSC WGC-3 and WGC-3 BoD member Mr. Cherny Anton Viktorovich. The price of Addendum to Agreement dated 10 February 2009 No. 01-DKP-0196-09 between JSC WGC-3 and WGC-3 BoD member Mr. Cherny Anton Viktorovich is fixed in accordance with the terms stated in the draft addendum (Attachment 18 to the Minutes of BoD Meeting). 23/06/10 BoD meeting minutes No. 32 25/06/10

Sokov Maxim Mikhailovich

Addendum to Agreement dated 10 February 2009 No. 01-DKP-0935-09 between JSC WGC-3 and WGC-3 BoD member Mr. Sokov Maxim Mikhailovich. The price of Addendum to Agreement dated 10 February 2009 No. 01-DKP-0935-09 between JSC WGC-3 and WGC-3 BoD member Mr. Sokov Maxim Mikhailovich is fixed in accordance with the terms stated in the draft addendum (Attachment 19 to the Minutes of BoD Meeting). 23/06/10 BoD meeting minutes No. 32 25/06/10

Solovyov Vladislav Alexandrovich

Addendum to Agreement dated 10 February 2009 No. 01-DKP-0939-09 between JSC WGC-3 and WGC-3 BoD member Mr. Solovyov Vladislav Alexandrovich. The price of Addendum to Agreement dated 10 February 2009 No. 01-DKP-0939-09 between JSC WGC-3 and WGC-3 BoD member Mr. Solovyov Vladislav Alexandrovich is fixed in accordance with the terms stated in the draft addendum (Attachment 20 to the Minutes of BoD Meeting). 23/06/10 BoD meeting minutes No. 32 25/06/10

Pivovarchuk Oleg Modestovich

Addendum to Agreement dated 10 February 2009 No. 01-DKP-0941-09 between JSC WGC-3 and WGC-3 BoD member Mr. Pivovarchuk Oleg Modestovich. The price of Addendum to Agreement dated 10 February 2009 No. 01-DKP-0941-09 between JSC WGC-3 and WGC-3 BoD member Mr. Pivovarchuk Oleg Modestovich is fixed in accordance with the terms stated in the draft addendum (Attachment 21 to the Minutes of BoD Meeting). 23/06/10 BoD meeting minutes No. 32 25/06/10

Orelkin Alexander Viktorovich

Addendum to Agreement dated 10 February 2009 No. 01-DKP-0937-09 between JSC WGC-3 and WGC-3 BoD member Mr. Orelkin Alexander Viktorovich. The price of Addendum to Agreement dated 10 February 2009 No. 01-DKP-0937-09 between JSC WGC-3 and WGC-3 BoD member Mr. Orelkin Alexander Viktorovich is fixed in accordance with the terms stated in the draft addendum (Attachment 22 to the Minutes of BoD Meeting). 23/06/10 BoD meeting minutes No. 32 25/06/10

Gololobova Natalya Vladimirovna

Addendum to Agreement dated 16 September 2009 No. 01-DKP-1023-09 between JSC WGC-3 and WGC-3 BoD member Ms. Gololobova Natalya Vladimirovna. The price of Addendum to Agreement dated 16 September 2009 No. 01-DKP-1023-09 between JSC WGC-3 and WGC-3 BoD member Ms. Gololobova Natalya Vladimirovna is fixed in accordance with the terms stated in the draft addendum (Attachment 23 to the Minutes of BoD Meeting). 23/06/10 BoD meeting minutes No. 32 25/06/10

Emdin Sergey Vladimirovich

Addendum to Agreement dated 21 September 2009 No. 01-DKP-1025-09 between JSC WGC-3 and WGC-3 BoD member Mr. Emdin Sergey Vladimirovich. The price of Addendum to Agreement dated 21 September 2009 No. 01-DKP-1025-09 between JSC WGC-3 and WGC-3 BoD member Mr. Emdin Sergey Vladimirovich is fixed in accordance with the terms stated in the draft addendum (Attachment 24 to the Minutes of BoD Meeting). 23/06/10 BoD meeting minutes No. 32 25/06/10

Zenka Yanis Yanovich

Addendum to Agreement dated 16 September 2009 No. 01-DKP-1021-09 between JSC WGC-3 and WGC-3 BoD member Mr. Zenka Yanis Yanovich. The price of Addendum to Agreement dated 16 September 2009 No. 01-DKP-1021-09 between JSC WGC-3 and WGC-3 BoD member Mr. Zenka Yanis Yanovich is fixed in accordance with the terms stated in the draft addendum (Attachment 25 to the Minutes of BoD Meeting). 23/06/10 BoD meeting minutes No. 32 25/06/10

Attachment 3 List of Transactions with Proprietary Interest

â&#x201E;&#x2013;

168

169

170

171

172

173

174

175

Contracting party

Kostoev Dmitry Ruslanovich

Orelkin Alexander Viktorovich

Parinov Kirill Yurievich

Pivovarchuk Oleg Modestovich

Sokov Maxim Mikhailovich

Solovyov Vladislav Alexandrovich

Surikov Oleg Vyacheslavovich

Cherny Anton Viktorovich

Interested party (parties)

119 Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

Kostoev Dmitry Ruslanovich

Addendum to Agreement dated 21 September 2009 No. 01-DKP-1039-09 between JSC WGC-3 and WGC-3 BoD member Mr. Kostoev Dmitry Ruslanovich. The price of Addendum to Agreement dated 21 September 2009 No. 01-DKP-1039-09 between JSC WGC-3 and WGC-3 BoD member Mr. Kostoev Dmitry Ruslanovich is fixed in accordance with the terms stated in the draft addendum (Attachment 26 to the Minutes of BoD Meeting). 23/06/10 BoD meeting minutes No. 32 25/06/10

Orelkin Alexander Viktorovich

Addendum to Agreement dated 21 September 2009 No. 01-DKP-1041-09 between JSC WGC-3 and WGC-3 BoD member Mr. Orelkin Alexander Viktorovich. The price of Addendum to Agreement dated 21 September 2009 No. 01-DKP-1041-09 between JSC WGC-3 and WGC-3 BoD member Mr. Orelkin Alexander Viktorovich is fixed in accordance with the terms stated in the draft addendum (Attachment 27 to the Minutes of BoD Meeting). 23/06/10 BoD meeting minutes No. 32 25/06/10

Parinov Kirill Yurievich

Addendum to Agreement dated 21 September 2009 No. 01-DKP-1035-09 between JSC WGC-3 and WGC-3 BoD member Mr. Parinov Kirill Yurievich. The price of Addendum to Agreement dated 21 September 2009 No. 01-DKP-1035-09 between JSC WGC-3 and WGC-3 BoD member Mr. Parinov Kirill Yurievich is fixed in accordance with the terms stated in the draft addendum (Attachment 28 to the Minutes of BoD Meeting). 23/06/10 BoD meeting minutes No. 32 25/06/10

Pivovarchuk Oleg Modestovich

Addendum to Agreement dated 21 September 2009 No. 01-DKP-1031-09 between JSC WGC-3 and WGC-3 BoD member Mr. Pivovarchuk Oleg Modestovich. The price of Addendum to Agreement dated 21 September 2009 No. 01-DKP-1031-09 between JSC WGC-3 and WGC-3 BoD member Mr. Pivovarchuk Oleg Modestovich is fixed in accordance with the terms stated in the draft addendum (Attachment 29 to the Minutes of BoD Meeting). 23/06/10 BoD meeting minutes No. 32 25/06/10

Sokov Maxim Mikhailovich

Addendum to Agreement dated 21 September 2009 No. 01-DKP-1037-09 between JSC WGC-3 and WGC-3 BoD member Mr. Sokov Maxim Mikhailovich. The price of Addendum to Agreement dated 21 September 2009 No. 01-DKP-1037-09 between JSC WGC-3 and WGC-3 BoD member Mr. Sokov Maxim Mikhailovich is fixed in accordance with the terms stated in the draft addendum (Attachment 30 to the Minutes of BoD Meeting). 23/06/10 BoD meeting minutes No. 32 25/06/10

Solovyov Vladislav Alexandrovich

Addendum to Agreement dated 21 September 2009 No. 01-DKP-1033-09 between JSC WGC-3 and WGC-3 BoD member Mr. Solovyov Vladislav Alexandrovich. The price of Addendum to Agreement dated 21 September 2009 No. 01-DKP-1033-09 between JSC WGC-3 and WGC-3 BoD member Mr. Solovyov Vladislav Alexandrovich is fixed in accordance with the terms stated in the draft addendum (Attachment 31 to the Minutes of BoD Meeting). 23/06/10 BoD meeting minutes No. 32 25/06/10

Surikov Oleg Vyacheslavovich

Addendum to Agreement dated 21 September 2009 No. 01-DKP-1026-09 between JSC WGC-3 and WGC-3 BoD member Mr. Surikov Oleg Vyacheslavovich. The price of Addendum to Agreement dated 21 September 2009 No. 01-DKP-1026-09 between JSC WGC-3 and WGC-3 BoD member Mr. Surikov Oleg Vyacheslavovich is fixed in accordance with the terms stated in the draft addendum (Attachment 32 to the Minutes of BoD Meeting). 23/06/10 BoD meeting minutes No. 32 25/06/10

Cherny Anton Viktorovich

Addendum to Agreement dated 21 September 2009 No. 01-DKP-1029-09 between JSC WGC-3 and WGC-3 BoD member Mr. Cherny Anton Viktorovich. The price of Addendum to Agreement dated 21 September 2009 No. 01-DKP-1029-09 between JSC WGC-3 and WGC-3 BoD member Mr. Cherny Anton Viktorovich is fixed in accordance with the terms stated in the draft addendum (Attachment 33 to the Minutes of BoD Meeting). 23/06/10 BoD meeting minutes No. 32 25/06/10

Attachment 3

120 List of Transactions with Proprietary Interest №

176

177

178

179

180

181

Contracting party

LLC ‘Ugolny Razrez‘

OJSC ‘VTB Bank’

Interested party (parties)

LLC ‘Ugolny Razrez‘

Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date) Transaction between JSC WGC-3 and LLC ‘Ugolny Razrez‘ on coal delivery of rank 3Br from the mining allotment «Ostalnye zapasy» of Okino-Klyuchevsky coal deposit in Buryat Republic (which is designed and/or permitted to industrial application) made on the following essential conditions: Contract parties: Supplier: LLC ‘Ugolny Razrez‘. Buyer: JSC WGC-3. Subject of transaction: coal delivery of rank 3Br from the mining allotment «Ostalnye zapasy» of Okino-Klyuchevsky coal deposit in Buryat Republic to the address of WGC-3 subsidiary Gusinoozerskaya TPP. Volume of coal delivery: approximate volume of coal delivery amounts to 500.0 k tons; Cost of transaction: the base price for supplied coal is fixed in the amount of 914.50 RUB. per a ton of coal (including VAT and all costs of LLC ‘Ugolny Razrez‘ on coal delivery: by automobile transport – to the warehouse of WGC-3 subsidiary Gusinoozerskaya TPP; by railway vehicles – to the station Zagustay ESR); approximate transaction value (including VAT and other costs of LLC ‘Ugolny Razrez‘ on coal delivery) amounts to 457 250 000 (four hundred and fiftyseven million two hundred and fifty thousand) RUB 00 kopecks, including 18% VAT – 69 750 000 (sixty-nine million seven hundred and fifty thousand) RUB 00 kopecks. Term of transaction: JuneDecember 2010; Other conditions of transaction: the volume of delivery and the cost of supplied coal or planned to delivery are approximate and can be changed: by the decision of Committee ‘Optimization of balances’ of JSC WGC-3 in order to fulfil the plan of thermal electric power generation of WGC-3 subsidiary Gusinoozerskaya TPP, as well as to create fuel basic stock at the warehouses of a power plant; under real scaling, as well as on the basis of loading capacity in transport vehicles; in case of Supplier’s approval of the claims, presented by Buyer concerning quantity or quality on a voluntary or legal basis; in case of repricing on the basis of real indicators of technical characteristics of the supplied coal. 24/06/10 BoD meeting minutes No. 33 25/06/10

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) made on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: up to 200 000 000.00 RUB Deposit period: 61 days Interest rate: at least 4.75% per annum Interest payments: end of term 20/07/10 BoD meeting minutes No. 36 23/07/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) made on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: up to 300 000 000.00 RUB Deposit period: 181 days Interest rate: at least 6.1% per annum Interest payments: end of term 20/07/10 BoD meeting minutes No. 36 23/07/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) made on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: up to 300 000 000.00 RUB Deposit period: 181 days Interest rate: at least 6.1% per annum Interest payments: end of term 20/07/10 BoD meeting minutes No. 36 23/07/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) made on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: up to 300 000 000.00 RUB Deposit period: 181 days Interest rate: at least 6.1% per annum Interest payments: end of term 20/07/10 BoD meeting minutes No. 36 23/07/10 / 24/06/10 AGM minutes No. 12 29/06/10

OJSC ‘MMC Norilsk Nickel’

FTD Contract between JSC WGC-3 (Client) and OJSC ‘VTB Bank’ (Bank) made on the following essential conditions: Subject of transaction: Client’s deposit placement in the Bank (in RUB RF) with the right of pre-term return Currency of deposit: RUB RF Amount of deposit: up to 400 000 000.00 RUB Deposit period: 181 days Interest rate: at least 6.1% per annum Interest payments: end of term 20/07/10 BoD meeting minutes No. 36 23/07/10 / 24/06/10 AGM minutes No. 12 29/06/10

Attachment 3 List of Transactions with Proprietary Interest

№

182

183

184

185

186

187

Contracting party

JSC ‘Energoservice’

JSC ‘Remservice KGRES’

JSC ‘Energoservice’

Interested party (parties)

121 Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Contract for the execution of mechanical works on modernization of weighing platforms of motortruck scales with the replacement of strain indicators for WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor). The price of mechanical works on modernization of weighing platforms of motor-truck scales with the replacement of strain indicators performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor) amounts to 58 310 (Fifty-eight thousand three hundred and ten) RUB 04 kopecks, including 18% VAT – 8 894 (Eight thousand eight hundred and ninety-four) RUB 75 kopecks. 23/07/10 BoD meeting minutes No. 37 26/07/10

OJSC ‘MMC Norilsk Nickel’

Contract for the execution of mechanical works on exhauster 5 ‘А’ reconstruction with the replacement of electric motor for WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor). The price of mechanical works on exhauster 5 ‘А’ reconstruction with the replacement of electric motor for WGC-3 subsidiary Gusinoozerskaya TPP performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor) amounts to 56 927 (Fifty-six thousand nine hundred and twenty-seven) RUB 09 kopecks, including 18% VAT – 8 683 (Eight thousand six hundred and eighty-three) RUB 79 kopecks. 23/07/10 BoD meeting minutes No. 37 26/07/10

OJSC ‘MMC Norilsk Nickel’

Contract on repair of technological equipment for WGC-3 subsidiary Cherepetskaya Zhimerin TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of works on repair of technological equipment for WGC-3 subsidiary Cherepetskaya Zhimerin TPP performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 2 505 083 (Two million five hundred and five thousand eighty-three) RUB 49 kopecks, including VAT 18% – 382 131 (Three hundred and eighty-two thousand one hundred and thirty-one) RUB 38 kopecks. 23/07/10 BoD meeting minutes No. 37 26/07/10

OJSC ‘MMC Norilsk Nickel’

Addendum 1 to Contract dated 01 December 2009 No. 02-DRiО-0878-09 for the execution of repair works of equipment heat insulation of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of additional works on repair of equipment heat insulation of WGC-3 subsidiary Kostromskaya TPP performed in accordance with Addendum 1 Contract dated 01 December 2009 No. 02-DRiО-0878-09 between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 1 387 584 (One million three hundred and eighty-seven thousand five hundred and eighty-four) RUB 42 kopecks, including 18% VAT – 211 665 (To hundred and eleven thousand six hundred and sixty-five) RUB 42 kopecks. 02/08/10 BoD meeting minutes No. 38 03/08/10

OJSC ‘MMC Norilsk Nickel’

Addendum 1 to Contract dated 17 November 2009 No. 02-DRiО-0816-09 for the execution of repair works of turbine auxiliary equipment of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of additional works on repair of turbine auxiliary equipment of WGC-3 subsidiary Kostromskaya TPP performed in accordance with Addendum 1 to the Contract No. 02-DRiО-0816-09 dated November 2009 between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 471 933 (Four hundred and seventyone thousand nine hundred and thirty-three) RUB 92 kopecks, including 18% VAT – 71 989 (Seventyone thousand nine hundred and eighty-nine) RUB 92 kopecks. 02/08/10 BoD meeting minutes No. 38 03/08/10

OJSC ‘MMC Norilsk Nickel’

Contract for the execution of electric works on reconstruction of steam dust prevention with installation of valves and piping for WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Customer) и JSC ‘Energoservice’ (Contractor). The price of electric works on reconstruction of steam dust prevention with installation of valves and piping for WGC-3 subsidiary Gusinoozerskaya TPP performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor) amounts to 719 578 (Seven hundred and nineteen thousand five hundred and seventy-eight) RUB 01 kopecks, including 18% VAT – 109 766 (One hundred and nine thousand seven hundred and sixty-six) RUB 14 kopecks. 02/08/10 BoD meeting minutes No. 38 03/08/10

Attachment 3

122 List of Transactions with Proprietary Interest №

188

189

190

191

192

193

194

Contracting party

JSC ‘Energoservice’

JSC ‘Remservice KGRES’

JSC ‘ATP KGRES’

JSC ‘YUTSK’

JSC ‘KER’

Interested party (parties)

Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Contract for the execution of mechanical works on reconstruction of dust feeders with the replacement of electric motors of Unit 1 for WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor). The price of mechanical works on reconstruction of dust feeders with the replacement of electric motors of Unit 1 for WGC-3 subsidiary Gusinoozerskaya TPP performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor) amounts to 118 562 (One hundred and eighteen thousand five hundred and sixty-two) RUB 12 kopecks, including 18% VAT – 18 085 (Eighteen thousand and eighty-five) RUB 75 kopecks. 02/08/10 BoD meeting minutes No. 38 03/08/10

OJSC ‘MMC Norilsk Nickel’

Contract for the execution of mechanical works on reconstruction of electric battery BAB-5 for WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of mechanical works on reconstruction of electric battery BAB-5 for WGC-3 subsidiary Kostromskaya TPP performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 1 297 563 (One million two hundred and ninety-seven thousand five hundred and sixty-three) RUB 40 kopecks, including 18% VAT – 197 933 (One hundred and ninety-seven thousand nine hundred and thirty-three) RUB 40 kopecks. 02/08/10 BoD meeting minutes No. 38 03/08/10

OJSC ‘MMC Norilsk Nickel’

Contract for the execution of mechanical works on reconstruction of pipe line for the steam supply to TVD-9V power unit supply station 9 for WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of mechanical works on reconstruction of pipe line for the steam supply to TVD-9V power unit supply station 9 for WGC-3 subsidiary Kostromskaya TPP performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 444 498 (Four hundred and forty-four thousand four hundred and ninety-eight) RUB 92 kopecks, including 18% VAT – 67 804 (Sixty-seven thousand eight hundred and four) RUB 92 kopecks. 02/08/10 BoD meeting minutes No. 38 03/08/10

OJSC ‘MMC Norilsk Nickel’

Agreement of sale and purchase of movable property between JSC WGC-3 (Seller) and JSC ‘ATP KGRES’ (Buyer). The price of movable property in accordance with Agreement of sale and purchase between JSC WGC-3 (Seller) and JSC ‘ATP KGRES’ (Buyer) amounts to 547 058 (Five hundred and forty-seven thousand fifty-eight) RUB 79 kopecks, including 18% VAT – 83 449 (Eighty-three thousand four hundred and forty-nine) RUB 65 kopecks. 02/08/10 BoD meeting minutes No. 38 03/08/10

OJSC ‘MMC Norilsk Nickel’

Addendum 1 to motor vehicle rental agreement dated 01 August 2009 No. 04-DKF-0936-09 without the crew of WGC-3 subsidiary Yuzhnouralskaya TPP between JSC WGC-3 (Lessor) and JSC ‘YUTSK’ (Lessee). The price of Addendum 1 to motor vehicle rental agreement dated 01 August 2009 No. 04-DKF-0936-09 without the crew of WGC-3 subsidiary Yuzhnouralskaya TPP between JSC WGC-3 (Lessor) and JSC ‘YUTSK’ (Lessee) in accordance with the conditions, stated in the draft of Addendum 1 (Attachment 9 to the Minutes of BoD Meeting). 02/08/10 BoD meeting minutes No. 38 03/08/10

OJSC ‘MMC Norilsk Nickel’

Addendum 1 to the Contract dated 27 May 2010 No. 05-DRiO-0203-10 for the execution of repair works of main and in-office heating systems of WGC-3 subsidiary Pechorskaya TPP between JSC WGC3 (Customer) and JSC ‘KER’ (Contractor). The price of additional repair works of main and in-office heating systems of WGC-3 subsidiary Pechorskaya TPP performed in accordance with Addendum 1 to Contract dated 27 May 2010 No. 05-DRiO-0203-10 between JSC WGC-3 (Customer) and JSC ‘KER’ (Contractor) amounts to 1 111 693 (One million one hundred and eleven thousand six hundred and ninety-three) RUB 02 kopecks, including 18% VAT – 169 580 (One hundred and sixty-nine thousand five hundred and eighty) RUB 29 kopecks. 02/08/10 BoD meeting minutes No. 38 03/08/10

OJSC ‘MMC Norilsk Nickel’

Contract for reconstruction of boiler unit No. 5 (replacement of feed-water regulator) for WGC-3 subsidiary Pechorskaya TPP between JSC WGC-3 (Customer) and JSC ‘KER’ (Contractor). The price of works on reconstruction of boiler unit No. 5 (replacement of feed-water regulator) for WGC-3 subsidiary Pechorskaya TPP performed under the Contract between JSC WGC-3 (Customer) and JSC ‘KER’ (Contractor) amounts to 129 570 (One hundred and twenty-nine thousand five hundred and seventy) RUB 49 kopecks, including 18% VAT – 19 764 (Nineteen thousand seven hundred and sixty-four) RUB 99 kopecks. 02/08/10 BoD meeting minutes No. 38 03/08/10

Attachment 3 List of Transactions with Proprietary Interest

№

195

196

197

198

199

200

201

Contracting party

JSC ‘Energoservice’

LLC ‘Indoor Soccer Club Norilsk Nickel’

LLC ‘PBC CSKA’

LLC ‘PHC CSKA’

Khlebov Alexey Vasileyvich

JSC ‘Remservice KGRES’

JSC ‘KER’

Interested party (parties)

123 Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Contract for the execution of mechanical works on reconstruction of exhauster 3 ‘А’ with the replacement of electric motor for WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor). The price of mechanical works on reconstruction of exhauster 3 ‘А’ with the replacement of electric motor for WGC-3 subsidiary Gusinoozerskaya TPP performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor) amounts to 56 927 (Fifty-six thousand nine hundred and twenty-seven) RUB 09 kopecks, including VAT18% – 8 683 (Eight thousand six hundred and eighty-three) RUB 79 kopecks. 02/08/10 BoD meeting minutes No. 38 03/08/10

OJSC ‘MMC Norilsk Nickel’

Agreement for sponsorship between JSC WGC-3 (Sponsor) and Limited Liability Company ‘Indoor Soccer Club Norilsk Nickel’ (Club). The price of services, purchased under Agreement for sponsorship between JSC WGC-3 (Sponsor) and Limited Liability Company ‘Indoor Soccer Club Norilsk Nickel’ amounts to 73 700 000 (Seventy-three million seven hundred thousand) RUB 00 kopecks, including 18% VAT – 11 242 372 (Eleven million two hundred and forty-two thousand three hundred and seventy-two) RUB 88 kopecks. 02/08/10 BoD meeting minutes No. 38 03/08/10

OJSC ‘MMC Norilsk Nickel’

Agreement for sponsorship between JSC WGC-3 (Sponsor) and Limited Liability Company ‘Professional Basketball Club CSKA’ (Club). The price of services, purchased under Agreement for sponsorship between JSC WGC-3 (Sponsor) and Limited Liability Company ‘Professional Basketball Club CSKA’ (Club) amounts to 483 470 000 (Four hundred and eighty-three million four hundred and seventy thousand) RUB 00 kopecks, including 18% VAT – 73 749 661 (Seventy-three million seven hundred and forty-nine thousand six hundred and sixty-one) RUB 02 kopecks. 02/08/10 BoD meeting minutes No. 38 03/08/10

OJSC ‘MMC Norilsk Nickel’

Agreement for sponsorship between JSC WGC-3 (Sponsor) and Limited Liability Company ‘Professional Hockey Club CSKA’ (Club). The price of services, purchased under Agreement for sponsorship between JSC WGC-3 (Sponsor) and Limited Liability Company ‘Professional Hockey Club CSKA’ (Club) amounts to 198 000 000 (one hundred and ninety-eight million) RUB 00 kopecks, including 18% VAT – 30 203 389 (thirty million two hundred and three thousand three hundred and eighty-nine) RUB 83 kopecks. 12/08/10 BoD meeting minutes No. 39 13/08/10

Khlebov Alexey Vasileyvich

Contract on rendering paid educational services between Non-commercial partnership ‘Institute of economic strategies’ (Executor), JSC WGC-3 (Customer) and Khlebov Alexey Vasileyvich (Listener). The price of services, purchased under contract on rendering paid educational services between Noncommercial partnership ‘Institute of economic strategies’ (Executor), JSC WGC-3 (Customer) and Khlebov Alexey Vasileyvich (Listener) amounts to 1 800 000 (One million eight hundred thousand) RUB 00 kopecks, outside the scope of VAT on the basis of sub-item 14 item 2 article 149 part 2 of Tax Code of the Russian Federation. 12/08/10 BoD meeting minutes No. 39 13/08/10

OJSC ‘MMC Norilsk Nickel’

Supply agreement for total control of axial channel of medium pressure rotor of Unit 9 of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Buyer) and JSC ‘Remservice KGRES’ (Supplier). The price of total control of axial channel of medium pressure rotor, purchased under contract between JSC WGC-3 (Buyer) and JSC ‘Remservice KGRES’ (Supplier) amounts to 757 560 (Seven hundred and fifty-seven thousand five hundred and sixty) RUB 00 kopecks, including 18% VAT – 115 560 (One hundred and fifteen thousand five hundred and sixty) RUB 00 kopecks. 12/08/10 BoD meeting minutes No. 39 13/08/10

OJSC ‘MMC Norilsk Nickel’

Addendum 1 to Contract dated 05 February 2010 No. 05-DRiO-0641-09 for repair and servicing of balance-of-plant equipment of WGC-3 subsidiary Pechorskaya TPP between JSC WGC-3 and JSC ‘KER’. The price of additional works on repair and servicing of balance-of-plant equipment of WGC-3 subsidiary Pechorskaya TPP performed in accordance with Addendum 1 to Contract dated 05 February 2010 No. 05-DRiO-0641-09 between JSC WGC-3 (Customer) and JSC ‘KER’ (Contractor) amounts to 223 231 (Two hundred and twenty-three thousand two hundred and thirty-one) RUB 75 kopecks, including 18% VAT – 34 052 (Thirty-four thousand fifty-two) RUB 30 kopecks. 12/08/10 BoD meeting minutes No. 39 13/08/10

Attachment 3

124 List of Transactions with Proprietary Interest №

202

203

204

205

206

207

208

Contracting party

JSC ‘KER’

JSC ‘Energoservice’

JSC ‘Remservice KGRES’

JSC ‘ATP KGRES’

JSC ‘Energoservice’

Interested party (parties)

Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Addendum 1 to Contract dated 27 May 2010 No. 05-DRiO-0203-10 for the execution of repair works of main and in-office heating systems of WGC-3 subsidiary Pechorskaya TPP between JSC WGC-3 (Customer) and JSC ‘KER’ (Contractor). The price of additional works on repair of main and in-office heating systems of WGC-3 subsidiary Pechorskaya TPP performed in accordance with Addendum 1 to Contract dated 27 May 2010 No. 05-DRiO-0203-10 between JSC WGC-3 (Customer) and JSC ‘KER’ (Contractor) amounts to 1 111 693 (One million one hundred and eleven thousand six hundred and ninety-three) RUB 02 kopecks, including 18% VAT – 169 580 (One hundred and sixty-nine thousand five hundred and eighty) RUB 29 kopecks. 12/08/10 BoD meeting minutes No. 39 13/08/10

OJSC ‘MMC Norilsk Nickel’

Contract for the execution of mechanical works on implementation of cleaning unit for the tube bundle PSV for WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor). The price of mechanical works on implementation of cleaning unit for the tube bundle PSV performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor) amounts to 16 089 (Sixteen thousand and eighty-nine) RUB 84 kopecks, including VAT (18%) – 2 454 (Two thousand four hundred and fifty-four) RUB 38 kopecks. 12/08/10 BoD meeting minutes No. 39 13/08/10

OJSC ‘MMC Norilsk Nickel’

Lease agreement of operating facilities of WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Energoservice’ (Lessee). The monthly lease fee on Lease agreement of operating facilities of WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Energoservice’ (Lessee) amounts to 112 445 (One hundred and twelve thousand four hundred and forty-five) RUB 73 kopecks, including 18% VAT – 17 152 (Seventeen thousand one hundred and fiftytwo) RUB 74 kopecks. 12/08/10 BoD meeting minutes No. 39 13/08/10

OJSC ‘MMC Norilsk Nickel’

Non-residential premises agreement of WGC-3 subsidiary Cherepetskaya Zhimerin TPP between JSC WGC-3 (Lessor) and JSC ‘Remservice KGRES’ (Lessee). The monthly lease fee on Non-residential premises agreement of WGC-3 subsidiary Cherepetskaya Zhimerin TPP between JSC WGC-3 (Lessor) and JSC ‘Remservice KGRES’ (Lessee) amounts to 1 104 (One thousand one hundred and four) RUB 28 kopecks, including 18% VAT – 168 (One hundred and sixty-eight) RUB 45 kopecks. 12/08/10 BoD meeting minutes No. 39 13/08/10

OJSC ‘MMC Norilsk Nickel’

Addendum 1to the lease agreement of heating systems dated 31 December 2009 No. 02-DRE0988-09 between JSC WGC-3 (Lessor) and JSC ‘ATP KGRES’ (Lessee). The monthly lease fee on lease agreement of heating systems dated 31 December 2009 No. 02-DRE-0988-09 between JSC WGC-3 (Lessor) and JSC ‘ATP KGRES’ (Lessee) amounts to 662 362 (Six hundred and sixty-two thousand three hundred and sixty-two) RUB 89 kopecks, including 18% VAT – 101 038 (One hundred and one thousand thirty-eight) RUB 41 kopecks. 12/08/10 BoD meeting minutes No. 39 13/08/10

OJSC ‘MMC Norilsk Nickel’

Contract for the execution of construction and assembly works on the object of ‘Construction of the training ground MS-7’ for WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor). The price of construction and assembly works on the object of ‘Construction of the training ground MS-7’ for WGC-3 subsidiary Gusinoozerskaya TPP performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor) amounts to 771 063 (Seven hundred and seventy-one thousand sixty-three) RUB 90 kopecks, including VAT (18%) – 117 619 (One hundred and seventeen thousand six hundred and nineteen) RUB 92 kopecks. 12/08/10 BoD meeting minutes No. 39 13/08/10

OJSC ‘MMC Norilsk Nickel’

Addendum 1 to Contract dated 27 May 2010 No. 06-DRiО-0367-10 for overhaul repair of turbine set and turbine generator set station 5 WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor). The price of Addendum 1 to Contract dated 27 May 2010 No. 06-DRiО -0367-10 for overhaul repair of turbine set and turbine generator set station 5 WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor) is fixed in accordance with the conditions, stated in the draft addendum1 (Attachment 1 to the Minutes of BoD Meeting). 26/08/10 BoD meeting minutes No. 40 26/08/10

Attachment 3 List of Transactions with Proprietary Interest

№

209

210

211

212

213

214

215

Contracting party

LLC ‘Ugolny Razrez‘

JSC ‘Remservice KGRES’

JSC ‘YUTSK’

JSC ‘KER’

Interested party (parties)

125 Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Agreement of sale and purchase of movable property between JSC WGC-3 (Seller) and LLC ‘Ugolny Razrez‘ (Buyer). The price of movable property in accordance with Agreement of sale and purchase between JSC WGC-3 (Seller) and LLC ‘Ugolny Razrez‘ (Buyer) amounts to 956 300 (Nine hundred and fifty-six thousand three hundred) RUB, including 18% VAT – 145 876 (One hundred and forty-five thousand eight hundred and seventy-six) RUB 27 kopecks. 02/09/10 BoD meeting minutes No. 41 02/09/10

OJSC ‘MMC Norilsk Nickel’

Contract for medium repairs of major equipment of TG No. 3 for WGC-3 subsidiary Cherepetskaya Zhimerin TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of works on medium repairs of major equipment TG No. 3 for WGC-3 subsidiary Cherepetskaya Zhimerin TPP performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 4 260 101 (Four million two hundred and sixty thousand one hundred and one) RUB 88 kopecks, including 18% VAT – 649 846 (Six hundred and forty-nine thousand eight hundred and forty-six) RUB 05 kopecks. 02/09/10 BoD meeting minutes No. 41 02/09/10

OJSC ‘MMC Norilsk Nickel’

Addendum 2 to the contract dated 01 December 2009 No. 02-DRiО-0878-09 for repair of steam pipe GPP heat insulation of Unit 9 and Unit 9 of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of additional works on repair of steam pipe GPP heat insulation of Unit 9 and boiler unit of the block station 9 of WGC-3 subsidiary Kostromskaya TPP performed in accordance with addendum 2 to the contract dated 01 December 2009 No. 02-DRiО -0878-09 between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 2 424 712 (Two million four hundred and twenty-four thousand seven hundred and twelve) RUB 38 kopecks, including 18% VAT – 369 871 (Three hundred and sixty-nine thousand eight hundred and seventy-one) RUB 38 kopecks. 02/09/10 BoD meeting minutes No. 41 02/09/10

OJSC ‘MMC Norilsk Nickel’

Lease agreement of immovable property ‘Engineering and manufacturing structure on heat energy transmission and distribution of Yuzhnouralsk city’ of WGC-3 subsidiary Yuzhnouralskaya TPP between JSC WGC-3 (Lessor) and JSC ‘YUTSK’ (Lessee). The monthly lease fee on Lease agreement of immovable property ‘Engineering and manufacturing structure on heat energy transmission and distribution of Yuzhnouralsk city’ of WGC-3 subsidiary Yuzhnouralskaya TPP between JSC WGC-3 (Lessor) and JSC ‘YUTSK’ (Lessee) amounts to 882 773 (Eight hundred and eighty-two thousand seven hundred and seventy-three) RUB 28 kopecks, including 18% VAT – 134 660 (One hundred and thirty-four thousand six hundred and sixty) RUB 33 kopecks. 02/09/10 BoD meeting minutes No. 41 02/09/10

OJSC ‘MMC Norilsk Nickel’

Lease agreement of non-residential buildings with fencing of WGC-3 subsidiary Yuzhnouralskaya TPP between JSC WGC-3 (Lessor) and JSC ‘YUTSK’ (Lessee). The monthly lease fee on Lease agreement of non-residential buildings with fencing of WGC-3 subsidiary Yuzhnouralskaya TPP between JSC WGC-3 (Lessor) and JSC ‘YUTSK’ (Lessee) amounts to 39 928 (Thirty-nine thousand nine hundred and twentyeight) RUB 76 kopecks, including 18% VAT – 6 090 (Six thousand and ninety) RUB 83 kopecks. 02/09/10 BoD meeting minutes No. 41 02/09/10

OJSC ‘MMC Norilsk Nickel’

Equipment rental agreement of WGC-3 subsidiary Yuzhnouralskaya TPP between JSC WGC-3 (Lessor) and JSC ‘YUTSK’ (Lessee). The monthly lease fee on equipment rental agreement of WGC-3 subsidiary Yuzhnouralskaya TPP between JSC WGC-3 (Lessor) and JSC ‘YUTSK’ (Lessee) amounts to 8 524 (Eight thousand five hundred and twenty-four) RUB 28 kopecks, including 18% VAT – 1 300 (One thousand and three hundred) RUB 31 kopecks. 02/09/10 BoD meeting minutes No. 41 02/09/10

OJSC ‘MMC Norilsk Nickel’

Contract for repair of corrosion resistant alloy of oil circuit breakers and retroreflective cover of receivers between JSC WGC-3 (Customer) and JSC ‘KER’ (Contractor). The price of works on repair of corrosion resistant alloy of oil circuit breakers and retroreflective cover of receivers for WGC-3 subsidiary Pechorskaya TPP performed in accordance with Contract between JSC WGC-3 (Customer) and JSC ‘KER’ (Contractor) amounts to 543 615 (Five hundred and forty-three thousand six hundred and fifteen) RRUB 91 kopecks, including 18% VAT – 82 924 (Eighty-two thousand nine hundred and twenty-four) RUB 46 kopecks. 02/09/10 BoD meeting minutes No. 41 02/09/10

Attachment 3

126 List of Transactions with Proprietary Interest №

216

217

218

219

220

221

222

223

Contracting party

JSC ‘Remservice KGRES’

NGO NGPF ‘Norilsk Nickel’

Interested party (parties)

Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Contract for reconstruction of generating set No. 2 (assembling of oil coolers and hydraulic lock) for WGC-3 subsidiary Cherepetskaya Zhimerin TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of works on reconstruction of generating set No. 2 ( assembling of oil coolers and hydraulic lock) for WGC-3 subsidiary Cherepetskaya Zhimerin TPP performed under Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 745 383 (Seven hundred and forty-five thousand three hundred and eighty-three) RUB 78 kopecks, including 18% VAT – 113 702 (One hundred and thirteen thousand seven hundred and two) RUB 61 kopecks. 14/09/10 BoD meeting minutes No. 44 15/09/10

OJSC ‘MMC Norilsk Nickel’

Non-State pension agreement between JSC WGC-3 (Investor) and Non-government organisation Nongovernment Pension Fund ‘Norilsk Nickel’ (Fund) for WGC-3 subsidiary Yuzhnouralskaya TPP. The price of Non-State pension agreement between JSC WGC-3 (Investor) and Non-government organisation Non-government Pension Fund ‘Norilsk Nickel’ (Fund) for WGC-3 subsidiary Yuzhnouralskaya TPP, is fixed in accordance with Attachment 11 to the Minutes of BoD Meeting. 14/09/10 BoD meeting minutes No. 44 15/09/10

OJSC ‘MMC Norilsk Nickel’

Non-State pension agreement between JSC WGC-3 (Investor) and Non-government organisation Nongovernment Pension Fund ‘Norilsk Nickel’ (Fund) for WGC-3 subsidiary Kostromskaya TPP. The price of Non-State pension agreement between JSC WGC-3 (Investor) and Non-government organisation Non-government Pension Fund ‘Norilsk Nickel’ (Fund) for WGC-3 subsidiary Kostromskaya TPP is fixed in accordance with Attachment 12 to the Minutes of BoD Meeting. 14/09/10 BoD meeting minutes No. 44 15/09/10

OJSC ‘MMC Norilsk Nickel’

Non-State pension agreement between JSC WGC-3 (Investor) and Non-government organisation Nongovernment Pension Fund ‘Norilsk Nickel’ (Fund) for WGC-3 subsidiary Kharanorskaya TPP. The price of Non-State pension agreement between JSC WGC-3 (Investor) and Non-government organisation Non-government Pension Fund ‘Norilsk Nickel’ (Fund) for WGC-3 subsidiary Kharanorskaya TPP is fixed in accordance with Attachment 13 to the Minutes of BoD Meeting. 14/09/10 BoD meeting minutes No. 44 15/09/10

OJSC ‘MMC Norilsk Nickel’

Non-State pension agreement for WGC-3 subsidiary Cherepetskaya Zhimerin TPP. The price of NonState pension agreement between JSC WGC-3 (Investor) and Non-government organisation Nongovernment Pension Fund ‘Norilsk Nickel’ (Fund) for WGC-3 subsidiary Cherepetskaya Zhimerin TPP, is fixed in accordance with Attachment 14 to the Minutes of BoD Meeting. 14/09/10 BoD meeting minutes No. 44 15/09/10

OJSC ‘MMC Norilsk Nickel’

Non-State pension agreement between JSC WGC-3 (Investor) and Non-government organisation Nongovernment Pension Fund ‘Norilsk Nickel’ (Fund) for WGC-3 subsidiary Gusinoozerskaya TPP. The price of Non-State pension agreement between JSC WGC-3 (Investor) and Non-government organisation Non-government Pension Fund ‘Norilsk Nickel’ (Fund) for WGC-3 subsidiary Gusinoozerskaya TPP. 14/09/10 BoD meeting minutes No. 44 15/09/10

OJSC ‘MMC Norilsk Nickel’

Non-State pension agreement between JSC WGC-3 (Investor) and Non-government organisation Nongovernment Pension Fund ‘Norilsk Nickel’ (Fund) for WGC-3 subsidiary Pechorskaya TPP. The price of Non-State pension agreement between JSC WGC-3 (Investor) and Non-government organisation Non-government Pension Fund ‘Norilsk Nickel’ (Fund) for WGC-3 subsidiary Pechorskaya TPP, is fixed in accordance with Attachment 16 to the Minutes of BoD Meeting. 14/09/10 BoD meeting minutes No. 44 15/09/10

OJSC ‘MMC Norilsk Nickel’

Non-State pension agreement between JSC WGC-3 (Investor) and Non-government organisation Non-government Pension Fund ‘Norilsk Nickel’ (Fund). The price of Non-State pension agreement between JSC WGC-3 (Investor) and Non-government organisation Non-government Pension Fund ‘Norilsk Nickel’ (Fund), is fixed in accordance with Attachment 17 to the Minutes of BoD Meeting. 14/09/10 BoD meeting minutes No. 44 15/09/10

Attachment 3 List of Transactions with Proprietary Interest

№

224

225

226

227

228

229

Contracting party

OJSC ‘MMC Norilsk Nickel’

JSC ‘Remservice KGRES’

JSC ‘ATP KGRES’

JSC ‘Remservice KGRES’

Interested party (parties)

127 Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Transaction (Application 8 to the contract for services, connected with the provision of insurance coverage of JSC WGC-3 property interests dated 31 August 2009 No. NN/593-2009) between JSC WGC-3 and OJSC ‘MMC Norilsk Nickel’. The price of services rendered in accordance with application 8 to the contract for services, connected with the provision of insurance coverage of JSC WGC-3 property interests, between JSC WGC-3 (Customer) and OJSC ‘MMC Norilsk Nickel’ (Executor) amounts to 0.5 (Nought point five) per cent of the rate of insurance, fixed in tender proposal of the winning insurer, but not less than 5 000 (Five thousand) RUB. If the tender is considered to be invalid, the price of services on insurance application amounts to 5 000 (Five thousand) RUB. Benefit includes VAT in the amount, fixed by Law of the Russian Federation. 14/09/10 BoD meeting minutes No. 44 15/09/10

OJSC ‘MMC Norilsk Nickel’

Addendum 1 to the contract dated 29 October 2009 No. 02-DRiО-0764-09 for carrying out installation and checkout works on implementation of «Process piping system of foam extinguishing of oil-fired economy» «on a turnkey basis» for WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of additional installation and checkout works on implementation of the process piping system of foam extinguishing of oil-fired economy and reconstruction of the froth stations equipment No. 4 and No. 5 for WGC-3 subsidiary Kostromskaya TPP performed in accordance with the addendum 1 to the contract dated 29 October 2009 No. 02-DRiО -0764-09 between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 4 656 318 (Four million six hundred and fifty-six thousand three hundred and eighteen) RUB 94 kopecks, including 18% VAT – 710 285 (Seven hundred and ten thousand two hundred and eightyfive) RUB 94 kopecks. 14/09/10 BoD meeting minutes No. 44 15/09/10

OJSC ‘MMC Norilsk Nickel’

Lease agreement for heating systems between JSC WGC-3 (Lessor) and JSC ‘ATP KGRES’ (Lessee). The monthly lease fee under lease agreement for heating systems between JSC WGC-3 (Lessor) and JSC ‘ATP KGRES’ (Lessee) amounts to 850 000 (Eight hundred and fifty thousand) RUB 00 kopecks, including 18% VAT – 129 661 (One hundred and twenty-nine thousand six hundred and sixty-one) RUB 02 kopecks. 14/09/10 BoD meeting minutes No. 44 15/09/10

OJSC ‘MMC Norilsk Nickel’

Non-residential premises agreement of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Remservice KGRES’ (Lessee). The monthly lease fee under non-residential premises agreement of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Remservice KGRES’ (Lessee) amounts to 217 043 (Two hundred and seventeen thousand forty-three) RUB 30 kopecks, including 18% VAT – 33 108 (Thirty-three thousand one hundred and eight) RUB 30 kopecks. 14/09/10 BoD meeting minutes No. 44 15/09/10

OJSC ‘MMC Norilsk Nickel’

Land rental agreement of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Remservice KGRES’ (Lessee). The monthly lease fee under land rental agreement of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Remservice KGRES’ (Lessee) amounts to 45 861 (Forty-five thousand eight hundred and sixty-one) RUB 59 kopecks, including 18% VAT – 6 995 (Six thousand nine hundred and ninety-five) RUB 84 kopecks. 14/09/10 BoD meeting minutes No. 44 15/09/10

OJSC ‘MMC Norilsk Nickel’

Lease agreement for immovable property of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Remservice KGRES’ (Lessee). The monthly lease fee under lease agreement for immovable property of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Remservice KGRES’ (Lessee) amounts to 28 674 (twenty-eight thousand six hundred and seventyfour) RUB 00 kopecks, including 18% VAT – 4 374 (Four thousand three hundred and seventy-four) RUB 00 kopecks. 27/09/10 BoD meeting minutes No. 45 29/09/10

Attachment 3

128 List of Transactions with Proprietary Interest №

230

231

232

233

234

235

Contracting party

JSC ‘Vodokanal KGRES’

JSC ‘Remservice KGRES’

OJSC ‘MMC Norilsk Nickel’

Interested party (parties)

Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Lease agreement (for soil system networks and objects of sewage treatment facilities) of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Vodokanal KGRES’ (Lessee). The monthly lease fee under lease agreement (for soil system networks and objects of sewage treatment facilities) of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Vodokanal KGRES’ (Lessee) amounts to 275 972 (Two hundred and seventy-five thousand nine hundred and seventy-two) RUB 74 kopecks, including 18% VAT – 42 097 (Forty-two thousand ninety-seven) RUB 54 kopecks. 27/09/10 BoD meeting minutes No. 45 29/09/10

OJSC ‘MMC Norilsk Nickel’

Lease agreement (for equipment of sewage treatment facilities) of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Lessor) and ‘Vodokanal KGRES’ (Lessee). The monthly lease fee under lease agreement (for equipment of sewage treatment facilities) of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Vodokanal KGRES’ (Lessee) amounts to 76 561 (Seventysix thousand five hundred and sixty-one) RUB 12 kopecks, including 18% VAT – 11 678 (Eleven thousand six hundred and seventy-eight) RUB 81 kopecks. 27/09/10 BoD meeting minutes No. 45 29/09/10

OJSC ‘MMC Norilsk Nickel’

Lease agreement for water-supply systems of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Vodokanal KGRES’ (Lessee). The monthly lease fee under lease agreement for water-supply systems of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Vodokanal KGRES’ (Lessee) amounts to 192 000 (One hundred and ninety-two thousand) RUB 00 kopecks, including 18% VAT – 29 288 (Twenty-nine thousand two hundred and eighty-eight) RUB 14 kopecks. 27/09/10 BoD meeting minutes No. 45 29/09/10

OJSC ‘MMC Norilsk Nickel’

Contract for the execution of mechanical works on implementation of paperless recorders ‘Memograph-M’ for WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of mechanical works on implementation of paperless recorders ‘Memograph-M’ for WGC-3 subsidiary Kostromskaya TPP performed under Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 249 946.42 (two hundred and forty-nine thousand nine hundred and forty-six) RUB 42 kopecks, including 18% VAT – 38 127.42 (thirty-eight thousand one hundred and twenty-seven) RUB 42 kopecks. 14/10/10 BoD meeting minutes No. 47 15/10/10

OJSC ‘MMC Norilsk Nickel’

Contract for the execution of mechanical works on modernization of high-pressure preheater PV-900380-66 of Unit 8 of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of mechanical works on modernization of high-pressure preheater PV-900-380-66 of Unit 8 of WGC-3 subsidiary Kostromskaya TPP performed under Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 2 699 683 (two million six hundred and ninety-nine thousand six hundred and eighty-three) RUB 60 kopecks, including 18% VAT – 411 816 (Four hundred and eleven thousand eight hundred and sixteen) RUB 14 kopecks. 14/10/10 BoD meeting minutes No. 47 15/10/10

OJSC ‘MMC Norilsk Nickel’

Transaction (Application 9 to the contract for services, connected with the provision of insurance coverage of JSC WGC-3 property interests dated 31 August 2009 No. NN/593-2009) between JSC WGC-3 and OJSC ‘MMC Norilsk Nickel’. The price of services rendered in accordance with application 9 to the contract for services, connected with the provision of insurance coverage of JSC WGC-3 property interests, between JSC WGC-3 (Customer) and OJSC ‘MMC Norilsk Nickel’ (Executor) amounts to 0.5 (Nought point five) per cent of the rate of insurance, fixed in tender proposal of the winning insurer, but not less than 5 000 (Five thousand) RUB. If the tender is considered to be invalid, the price of services on insurance application amounts to 5 000 (Five thousand) RUB. Benefit includes VAT in the amount, fixed by Law of the Russian Federation. 14/10/10 BoD meeting minutes No. 47 15/10/10

Attachment 3 List of Transactions with Proprietary Interest

№

236

237

238

239

Contracting party

OJSC ‘MMC Norilsk Nickel’

Interested party (parties)

129 Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Transaction (Application 10 to the contract for services, connected with the provision of insurance coverage of JSC WGC-3 property interests dated 31 August 2009 No. NN/593-2009) between JSC WGC-3 and OJSC ‘MMC Norilsk Nickel’. The price of services rendered in accordance with application 10 to the contract for services, connected with the provision of insurance coverage of JSC WGC-3 property interests, between JSC WGC-3 (Customer) and OJSC ‘MMC Norilsk Nickel’ (Executor) amounts to 0.5 (Nought point five) per cent of the rate of insurance, fixed in tender proposal of the winning insurer, but not less than 5 000 (Five thousand) RUB. If the tender is considered to be invalid, the price of services on insurance application amounts to 5 000 (Five thousand) RUB. Benefit includes VAT in the amount, fixed by Law of the Russian Federation. 14/10/10 BoD meeting minutes No. 47 15/10/10

OJSC ‘MMC Norilsk Nickel’

Transaction (Application 11 to the contract for services, connected with the provision of insurance coverage of JSC WGC-3 property interests dated 31 August 2009 No. NN/593-2009) between JSC WGC-3 and OJSC ‘MMC Norilsk Nickel’. The price of services rendered in accordance with application 11 to the contract for services, connected with the provision of insurance coverage of JSC WGC-3 property interests, between JSC WGC-3 (Customer) and OJSC ‘MMC Norilsk Nickel’ (Executor) amounts to 0.5 (Nought point five) per cent of the rate of insurance, fixed in tender proposal of the winning insurer, but not less than 5 000 (Five thousand) RUB. If the tender is considered to be invalid, the price of services on insurance application amounts to 5 000 (Five thousand) RUB. Benefit includes VAT in the amount, fixed by Law of the Russian Federation. 14/10/10 BoD meeting minutes No. 47 15/10/10

OJSC ‘MMC Norilsk Nickel’

Transaction (Application 12 to the contract for services, connected with the provision of insurance coverage of JSC WGC-3 property interests dated 31 August 2009 No. NN/593-2009) between JSC WGC-3 and OJSC ‘MMC Norilsk Nickel’. The price of services rendered in accordance with application 12 to the contract for services, connected with the provision of insurance coverage of JSC WGC-3 property interests, between JSC WGC-3 (Customer) and OJSC ‘MMC Norilsk Nickel’ (Executor) amounts to 0.5 (Nought point five) per cent of the rate of insurance, fixed in tender proposal of the winning insurer, but not less than 5 000 (Five thousand) RUB. If the tender is considered to be invalid, the price of services on insurance application amounts to 5 000 (Five thousand) RUB. Benefit includes VAT in the amount, fixed by Law of the Russian Federation 14/10/10 BoD meeting minutes No. 47 15/10/10

OJSC ‘MMC Norilsk Nickel’

Transaction (Application 13 to the contract for services, connected with the provision of insurance coverage of JSC WGC-3 property interests dated 31 August 2009 No. NN/593-2009) between JSC WGC-3 and OJSC ‘MMC Norilsk Nickel’. The price of services rendered in accordance with application 13 to the contract for services, connected with the provision of insurance coverage of JSC WGC-3 property interests, between JSC WGC-3 (Customer) and OJSC ‘MMC Norilsk Nickel’ (Executor) amounts to 0.5 (Nought point five) per cent of the rate of insurance, fixed in tender proposal of the winning insurer, but not less than 5 000 (Five thousand) RUB. If the tender is considered to be invalid, the price of services on insurance application amounts to 5 000 (Five thousand) RUB. Benefit includes VAT in the amount, fixed by Law of the Russian Federation 14/10/10 BoD meeting minutes No. 47 15/10/10

Attachment 3

130 List of Transactions with Proprietary Interest №

240

241

Contracting party

JSC ‘FPC’, NP ‘Market Council’, JSC 'SO UES', JSC ‘TSA’

JSC ‘SO UES’, JSC ‘TSA’ and NP ‘Market Council’

Interested party (parties)

Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

V.A. Kiryukhin OJSC ‘MMC Norilsk Nickel’

Agency agreement, concluded in accordance with Wholesale market rules for electrical power (capacity) of transition period (approved by Decree of the Government of the Russian Federation dated 24 October 2003 No. 643) and Agreement on joining to trading system of wholesale market (in version, approved by the decision of Supervisory Board of the NP ‘Market Council’ dated 30 September 2010) between JSC WGC-3 (Principal), JSC ‘FPC’ (Agent), JSC 'SO UES', JSC ‘TSA’ and NP ‘Market Council’, on the following essential conditions: Subject of agreement: commitment to JSC WGC-3 (Principal) JSC ‘FPC’ (Agent) to conclude capacity supply agreements in the wholesale market on behalf and at Principal’s expense with Buyers of power. Contract parties: JSC WGC-3 (Principal), JSC ‘FPC’ (Agent), NP ‘Market Council’, JSC 'SO UES', JSC ‘TSA’. Contract price: quarterly premium, paid to Agent by Principal during the whole term of agreement amounts to 100 000 (One hundred thousand) RUB, including VAT (18%). Other essential conditions are fixed in section 2, in section 5 (except for the provision, fixed in the first paragraph of item 5.5), in section 14, in items 11.1 – 11.4, in section 12 and in item 13.2 of the Standard form of Agency agreement, which is Attachment No. D.15 to Agreement on joining to trading system of wholesale market (in version, approved by the decision of Supervisory Board of the NP ‘Market Council’ dated 30 September 2010. Agreements on capacity supply between JSC WGC-3, by Buyers of capacity on the wholesale market in accordance with the list (Attachment 1 to the Minutes of BoD Meeting), JSC 'SO UES', JSC ‘TSA’ and NP ‘Market Council’, which are transactions of interest, on the following essential conditions (applied to each of inter-related transactions – agreements on capacity supply): Subject of agreement: capacity sale (supply) JSC WGC-3 (Seller) to all Buyers of capacity, who are the subjects of the wholesale market and participants of the relations on capacity purchase and sale on the wholesale market, in accordance with the condition to the date of taking this decision by the Board of Directors of JSC WGC-3. Contract parties: JSC WGC-3 (Seller) as Agent JSC ‘FPC’, Buyer of capacity on the wholesale market in accordance with the list (Attachment 1 to the Minutes of BoD Meeting), NP ‘Market Council’, JSC 'SO UES', JSC ‘TSA’ Contract price: the price is fixed in accordance with the order, stipulated by Attachment 4 and Attachment 4.1. to the Standard form of Agreement on capacity supply (Attachment D.16 to Agreement on joining to trading system of wholesale market (in version, approved by the decision of Supervisory Board of the NP ‘Market Council’ dated 30 September 2010). Other essential conditions are fixed in items 2.1, 2.3, 3.1, 3.3 -3.5, 3.7, 4.1, 4.7, 4.9, 10.3, 13.1, 13.3, in Attachments 1, 4 and 4.1 to the Standard form of Agreement on capacity supply (Attachment D.16 to Agreement on joining to trading system of wholesale market (in version, approved by the decision of Supervisory Board of the NP ‘Market Council’ dated 30 September 2010). The context of Attachment 1 of Agreement on capacity supply is stated in Attachment 2 to the Minutes of BoD Meeting. 21/10/10 BoD meeting minutes No. 48 22/10/10

OJSC ‘MMC Norilsk Nickel’

Agreements on capacity supply between JSC WGC-3 (Buyer), by Buyers of capacity on the wholesale market in accordance with the list (Attachment 3 to the Minutes of BoD Meeting), JSC ‘SO UES’, JSC ‘TSA’ and NP ‘Market Council’ on the following essential conditions (applied to each of inter-related transactions – agreements on capacity supply): Subject of agreement: capacity purchase. Contract parties: JSC WGC-3 (Buyer), Seller of capacity on the wholesale market in accordance with the list (Attachment 3 to the Minutes of BoD Meeting), NP ‘Market Council’, JSC 'SO UES', JSC ‘TSA’. Contract price: the price is fixed in accordance with the order, stipulated by Attachment 4 and Attachment 4.1. of Agreements on capacity supply, concluded in accordance with the Standard form, which is Attachment D. 16. Agreement on joining to trading system of wholesale market (in version, approved by the decision of Supervisory Board of the NP ‘Market Council’ dated 30 September 2010, and concluded in accordance with the Standard form, which is Attachment D. 16. Agreement on joining to trading system of wholesale market (in version, approved by the decision of Supervisory Board of the NP ‘Market Council’ dated 30 September 2010 Other essential conditions are fixed: in items 2.1, 2.3, 3.1, 3.3 – 3.5, 3.7, 4.1, 4.7, 4.9, 10.3, 13.1, 13.3, in Attachments 1, 4 and 4.1 to Agreements on capacity supply, concluded in accordance with the Standard form, which is Attachment D. 16. Agreement on joining to trading system of wholesale market (in version, approved by the decision of Supervisory Board of the NP ‘Market Council’ dated 30 September 2010; in items 2.1, 2.3, 3.1, 3.3 – 3.5, 4.1, 4.6, 10.1, in Attachments 1, 4 and 4.1 Agreements on capacity supply, concluded in accordance with the Standard form, which is Attachment D. 16.1. to Agreement on joining to trading system of wholesale market (in version, approved by the decision of Supervisory Board of the NP ‘Market Council’ dated 30 September 2010. 21/10/10 BoD meeting minutes No. 48 22/10/10

Attachment 3 List of Transactions with Proprietary Interest

№

242

243

244

245

246

247

Contracting party

JSC ‘Remservice KGRES’

OJSC ‘MMC Norilsk Nickel’

JSC 'Energia-1’

JSC ‘Remservice KGRES’

JSC ‘Energoservice’

Interested party (parties)

131 Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Contract for the execution of mechanical works on reconstruction of sweet pipeline in tanks of condensate storage branch ‘А’ WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of mechanical works on reconstruction of sweet pipeline in tanks of condensate storage branch ‘А of WGC-3 subsidiary Kostromskaya TPP performed under Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 3 688 364 (Three million six hundred and eighty-eight thousand three hundred and sixty-four) RUB 80 kopecks, including 18% VAT – 562 631 (Five hundred and sixty-two thousand six hundred and thirty-one) RUB 92 kopecks. 21/10/10 BoD meeting minutes No. 48 22/10/10

OJSC ‘MMC Norilsk Nickel’

Transaction (Application 14 the contract for services, connected with the provision of insurance coverage of JSC WGC-3 property interests dated 31 August 2009 No. НН/593-2009) between JSC WGC-3 and OJSC ‘MMC Norilsk Nickel’. The price of services rendered in accordance with application 14 to the contract for services, connected with the provision of insurance coverage of JSC WGC-3 property interests, between JSC WGC-3 (Customer) and OJSC ‘MMC Norilsk Nickel’ (Executor) amounts to 0.5 (Nought point five) per cent of the rate of insurance, fixed in tender proposal of the winning insurer, but not less than 5 000 (Five thousand) RUB. If the tender is considered to be invalid, the price of services on insurance application amounts to 5 000 (Five thousand) RUB. Benefit includes VAT in the amount, fixed by Law of the Russian Federation 29/10/10 BoD meeting minutes No. 49 01/11/10

OJSC ‘MMC Norilsk Nickel’

Lease agreement for immovable property of WGC-3 subsidiary Cherepetskaya Zhimerin TPP between JSC WGC-3 (Lessor) and JSC ‘Energia-1’ (Lessee). The monthly lease fee under lease agreement for immovable property of WGC-3 subsidiary Cherepetskaya Zhimerin TPP between JSC WGC-3 (Lessor) and JSC ‘Energia-1’ (Lessee) amounts to 3 404 (Three thousand four hundred and four) RUB 38 kopecks, including 18% VAT – 519 (Five hundred and nineteen) RUB 31 kopecks. 12/11/10 BoD meeting minutes No. 50 13/11/10

OJSC ‘MMC Norilsk Nickel’

Addendum 1 to Contract dated 01 March 2010 No. 02-DRiO-0153-10 for cosmetic repair of buildings and facilities of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). on cosmetic repair of buildings and facilities of WGC-3 subsidiary Kostromskaya TPP performed in accordance with Addendum 1 to the contract dated 01 March 2010 No. 02-DRiO-0153-10 between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 890 750 (Eight hundred and ninety thousand seven hundred and fifty) RUB 14 kopecks, including VAT18% – 135 877 (One hundred and thirty-five thousand eight hundred and seventyseven) RUB 14 kopecks. 12/11/10 BoD meeting minutes No. 50 13/11/10

OJSC ‘MMC Norilsk Nickel’

Addendum 1 to Contract dated 03 August 2010 No. 06-DRiO-1111-10 for the execution of mechanical works on reconstruction of exhauster 3 «А» with the replacement of the electric motor for WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor). The price of works on reconstruction of exhauster 3 ‘А’ with the replacement of the electric motors for WGC-3 subsidiary Gusinoozerskaya TPP performed under Contract dated 03 August 2010 No. 06-DRiО-1111-10 between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor), as a result of conducting addendum 1 to stated contract is not changed and amounts to 56 927 (Fiftysix thousand nine hundred and twenty-seven) RUB 09 kopecks, including 18% VAT – 8 683 (Eight thousand six hundred and eighty-three) RUB 79 kopecks. 02/12/10 BoD meeting minutes No. 51 06/12/10

OJSC ‘MMC Norilsk Nickel’

Addendum 1 to Contract dated 26 July 2010 No. 06-DRiO-0671-10 for the execution of mechanical works on reconstruction of exhauster 5 ‘А’ with the replacement of the electric motor for WGC-3 subsidiary Gusinoozerskaya TPP between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor). The price of works on reconstruction of exhauster 5 ‘А’ with the replacement of the electric motor for WGC-3 subsidiary Gusinoozerskaya TPP performed under Contract dated 26 July 2010 No. 06-DRiO-0671-10 between JSC WGC-3 (Customer) and JSC ‘Energoservice’ (Contractor), as a result of conducting addendum 1 to the stated contract is not changed and amounts to 56 927 (Fifty-six thousand nine hundred and twenty-seven) RUB 09 kopecks, including 18% VAT – 8 683 (Eight thousand six hundred and eighty-three) RUB 79 kopecks. 02/12/10 BoD meeting minutes No. 51 06/12/10

Attachment 3

132 List of Transactions with Proprietary Interest №

248

249

250

251

252

253

Contracting party

JSC ‘KER’

JSC ‘Vodokanal KGRES’

JSC ‘Remservice KGRES’

Interested party (parties)

Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Contract for elimination of the defects occurred during the period of the Unit 6 turbine under-control operation of WGC-3 subsidiary Cherepetskaya Zhimerin TPP between JSC WGC-3 (Customer) and JSC ‘KER’ (Contractor). The price of elimination of the defects occurred during the period of the Unit 6 turbine under-control operation of WGC-3 subsidiary Cherepetskaya Zhimerin TPP performed under Contract between JSC WGC-3 (Customer) and JSC ‘KER’ (Contractor) amounts to 463 486 (Four hundred and sixty-three thousand four hundred and eighty-six) RUB 61 kopecks, including 18% VAT – 70 701 (Seventy thousand seven hundred and one) RUB 35 kopecks. 02/12/10 BoD meeting minutes No. 51 06/12/10

OJSC ‘MMC Norilsk Nickel’

Paid services agreement on clean water to outfall into the Volga river between JSC WGC-3 (Executor) and JSC ‘Vodokanal KGRES’ (Customer). The price of services rendered under the Paid services agreement on clean water to outfall into the river Volga between JSC WGC-3 (Executor) and JSC ‘Vodokanal KGRES’ (Customer) amounts to 8 333 (Eight thousand three hundred and thirty-three) RUB 33 kopecks per month, including 18% VAT – 1 271 (One thousand two hundred and seventyone) RUB 19 kopecks. The price of services for the whole period of validity amounts to 99 999 (Ninetynine thousand nine hundred and ninety-nine) RUB 96 kopecks, including 18% VAT – 15 254 (Fifteen thousand two hundred and fifty-four) RUB 23 kopecks. 02/12/10 BoD meeting minutes No. 51 06/12/10

OJSC ‘MMC Norilsk Nickel’

Addendum 2 to Contract dated 17 November 2009 No. 02-DRiO-0816-09 for repair and servicing of auxiliary turbine equipment of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of additional works on repair and servicing of auxiliary turbine equipment of WGC-3 subsidiary Kostromskaya TPP performed in accordance with Addendum 2 to Contract dated 17 November 2009 No. 02-DRiO-0816-09 between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 935 279 (Nine hundred and thirtyfive thousand two hundred and seventy-nine) RUB 80 kopecks, including 18% VAT – 142 669 (One hundred and forty-two thousand six hundred and sixty-nine) RUB 80 kopecks. 08/12/10 BoD meeting minutes No. 52 08/12/10

OJSC ‘MMC Norilsk Nickel’

Contract for application of protective coating by means of EIL technology on blades of 27 and 31 cascades of RND turbine К-140-160 station 3 WGC-3 subsidiary Cherepetskaya Zhimerin TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of works on application of protective coating by means of EIL technology on blades of 27 and 31 cascades of RND turbine К-140160 station 3 WGC-3 subsidiary Cherepetskaya Zhimerin TPP performed under Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 531 086 (Five hundred and thirty-one thousand and eighty-six) RUB 74 kopecks, including 18% VAT – 81 013 (Eighty-one thousand and thirteen RUB) 23 kopecks. 08/12/10 BoD meeting minutes No. 52 08/12/10

OJSC ‘MMC Norilsk Nickel’

Contract for servicing of buildings and facilities of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of servicing of buildings and facilities of WGC-3 subsidiary Kostromskaya TPP performed under Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 7 203 052 (Seven million two hundred and three thousand fifty-two) RUB 76 kopecks, including 18% VAT – 1 098 770 (One million ninety-eight thousand seven hundred and seventy) RUB 76 kopecks. 08/12/10 BoD meeting minutes No. 52 08/12/10

OJSC ‘MMC Norilsk Nickel’

Lease agreement of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Remservice KGRES’ (Lessee). The monthly lease fee under lease agreement of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Remservice KGRES’ (Lessee) amounts to 797 (Seven hundred and ninety-seven) RUB 47 kopecks, including 18% VAT – 121 (One hundred and twenty-one) RUB 65 kopecks. 08/12/10 BoD meeting minutes No. 52 08/12/10

Attachment 3 List of Transactions with Proprietary Interest

№

254

255

256

257

258

259

260

Contracting party

JSC ‘Remservice KGRES’

JSC ‘TSK’

JSC ‘Remservice KGRES’

Interested party (parties)

133 Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Lease agreement (of sample measuring devices) WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Remservice KGRES’ (Lessee). The monthly lease fee under lease agreement (of sample measuring devices) WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Remservice KGRES’ (Lessee) amounts to 34 977 (Thirty-four thousand nine hundred and seventyseven) RUB 01 kopecks, including 18% VAT – 5 335 (Five thousand three hundred and thirty-five) RUB 48 kopecks. 08/12/10 BoD meeting minutes No. 52 08/12/10

OJSC ‘MMC Norilsk Nickel’

Supply agreement for the centralized repair section equipment of WGC-3 subsidiary Cherepetskaya Zhimerin TPP between JSC WGC-3 (Buyer) and JSC ‘Remservice KGRES’ (Supplier). The price of the equipment for centralized repair section of WGC-3 subsidiary Cherepetskaya Zhimerin TPP, purchased under supply agreement between JSC WGC-3 (Buyer) and JSC ‘Remservice KGRES’ (Supplier) amounts to 90 000 (Ninety thousand) RUB 00 kopecks, including 18% VAT – 13 728 (Thirteen thousand seven hundred and twenty-eight) RUB 81 kopecks. 08/12/10 BoD meeting minutes No. 52 08/12/10

OJSC ‘MMC Norilsk Nickel’

Paid services agreement on servicing of observation holes of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Executor). The price of services on servicing of observation holes of WGC-3 subsidiary Kostromskaya TPP rendered under paid services agreement between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Executor) amounts to 145 392 (One hundred and forty-five thousand three hundred and ninety-two) RUB 99 kopecks, including 18% VAT – 22 178 (Twenty-two thousand one hundred and seventy-eight) RUB 59 kopecks. 13/12/10 BoD meeting minutes No. 53 15/12/10

OJSC ‘MMC Norilsk Nickel’

Services agreement for the execution of measurement for assessment of workplaces with respect to working conditions between JSC WGC-3 (Executor) and JSC ‘TSK’ (Customer). The price of services on for the execution of measurement for assessment of workplaces with respect to working conditions rendered under the agreement between JSC WGC-3 (Executor) and JSC ‘TSK’ (Customer) amounts to 23 713 (Twenty-three thousand seven hundred and thirteen) RUB 94 kopecks, including 18% VAT – 3 617 (Three thousand six hundred and seventeen) RUB 38 kopecks. 20/12/10 BoD meeting minutes No. 55 21/12/10

OJSC ‘MMC Norilsk Nickel’

Contract for the execution of preparation works on the replacement of the crane К-3 of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of preparation works on the replacement of the crane К-3 of WGC-3 subsidiary Kostromskaya TPP performed under Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 450 776 (Four hundred and fifty thousand seven hundred and seventy-six) RUB 52 kopecks, including 18% VAT – 68 762 (Sixty-eight thousand seven hundred and sixty-two) RUB 52 kopecks. 20/12/10 BoD meeting minutes No. 55 21/12/10

OJSC ‘MMC Norilsk Nickel’

Contract for repair of anticorrosion protection of thermal and mechanical and electrotechnical equipment of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of works on repair of anticorrosion protection of thermal and mechanical and electrotechnical equipment of WGC-3 subsidiary Kostromskaya TPP performed under Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 19 703 183 (Nineteen million seven hundred and three thousand one hundred and eighty-three) RUB 34 kopecks, including 18% VAT – 3 005 570 (Three million five thousand and five hundred seventy) RUB 34 kopecks. 20/12/10 BoD meeting minutes No. 55 21/12/10

OJSC ‘MMC Norilsk Nickel’

Contract for the execution of mechanical works on modernisation of turbo-generators cooling systems of Units 1, 2, 8 of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). Define, that the price of works on modernisation of turbo-generators cooling systems of Units 1, 2, 8 of the WGC-3 subsidiary Kostromskaya TPP performed under Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 300 245 (three thousand two hundred and forty-five) RUB 31 kopecks, including 18% VAT – 45 800 (forty-five thousand and eight hundred) RUB 13 kopecks. 20/12/10 BoD meeting minutes No. 55 21/12/10

Attachment 3

134 List of Transactions with Proprietary Interest №

261

262

263

264

265

Contracting party

JSC ‘Vodokanal KGRES’

JSC ‘ATP KGRES’

JSC ‘Remservice KGRES’

Interested party (parties)

Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Services agreement on training at the teaching and assessment centre of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Executor) and JSC ‘Vodokanal KGRES’ (Customer). The price of services on training at the teaching and assessment centre of WGC-3 subsidiary Kostromskaya TPP rendered under the agreement between JSC WGC-3 (Executor) and JSC ‘Vodokanal KGRES’ (Customer), in accordance with Attachment 7 to the Minutes of BoD Meeting. 20/12/10 BoD meeting minutes No. 55 21/12/10

OJSC ‘MMC Norilsk Nickel’

Services agreement on training at the teaching and assessment centre of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Executor) and JSC ‘ATP KGRES’ (Customer). The price of services on training at the teaching and assessment centre of WGC-3 subsidiary Kostromskaya TPP rendered under the agreement between JSC WGC-3 (Executor) and JSC ‘ATP KGRES’ (Customer), in accordance with Attachment 8 to the Minutes of BoD Meeting. 20/12/10 BoD meeting minutes No. 55 21/12/10

OJSC ‘MMC Norilsk Nickel’

Services agreement on training at the teaching and assessment centre of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Executor) and JSC ‘Remservice KGRES’ (Customer). Define the price of the services for training at the teaching and assessment centre of WGC-3 subsidiary Kostromskaya TPP rendered under the agreement between JSC WGC-3 (Executor) and JSC ‘Remservice KGRES’ (Customer). 20/12/10 BoD meeting minutes No. 55 21/12/10

OJSC ‘MMC Norilsk Nickel’

Addendum 1 to non-residential premises agreement dated 18 August 2010 No. 03-DKF-0730-10 of WGC-3 subsidiary Cherepetskaya Zhimerin TPP between JSC WGC-3 (Lessor) and JSC ‘Remservice KGRES’ (Lessee). The monthly lease fee under non-residential premises agreement dated 18 August 2010 No. 03-DKF-0730-10 of WGC-3 subsidiary Cherepetskaya Zhimerin TPP between JSC WGC-3 (Lessor) and JSC ‘Remservice KGRES’ (Lessee) amounts to 1 195 (One thousand one hundred and ninety-five) RUB 98 kopecks, including 18% VAT – 182 (One hundred and eighty-two) RUB 44 kopecks. 20/12/10 BoD meeting minutes No. 55 21/12/10

OJSC ‘MMC Norilsk Nickel’

Land rental agreement of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Remservice KGRES’ (Lessee). Quarterly lease fee under land rental agreement of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Lessor) and JSC ‘Remservice KGRES’ (Lessee) amounts to 48 298 (Forty-eight thousand two hundred and ninety-eight) RUB 14 kopecks, including 18% VAT – 7 367 (Seven thousand three hundred and sixty-seven) RUB 51 kopecks. 20/12/10 BoD meeting minutes No. 55 21/12/10

266

JSC 'Energia-1’

OJSC ‘MMC Norilsk Nickel’

Non-residential premises agreement of WGC-3 subsidiary Cherepetskaya Zhimerin TPP between JSC WGC-3 (Lessor) and JSC ‘Energia-1’ (Lessee). The monthly lease fee under non-residential premises agreement of WGC-3 subsidiary Cherepetskaya Zhimerin TPP between JSC WGC-3 (Lessor) and JSC ‘Energia-1’ (Lessee) amounts to 6 697 (Six thousand six hundred and ninety-seven) RUB 95 kopecks, including 18% VAT – 1 021 (One thousand and twenty-one) RUB 72 kopecks. 28/12/10 BoD meeting minutes No. 57 30/12/10

267

JSC 'Energia-1’

OJSC ‘MMC Norilsk Nickel’

Addendum 3 to non-residential premises agreement dated 31 March 2006 No. 234/06 of WGC3 subsidiary Cherepetskaya Zhimerin TPP between JSC WGC-3 (Lessor) and JSC ‘Energia-1’ (Lessee). 28/12/10 BoD meeting minutes No. 57 30/12/10

Attachment 3 List of Transactions with Proprietary Interest

№

268

269

270

271

272

273

Contracting party

JSC 'Zapoliarye Hotel

Khlebov Alexey Vasileyvich

JSC ‘Remservice KGRES’

LLC ‘PHC CSKA’

JSC ‘Remservice KGRES’

Interested party (parties)

135 Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Health resort services agreement between JSC WGC-3 and JSC ‘Zapoliarye Hotel’ made on the following essential conditions: Contract parties: Customer: JSC WGC-3; Executor: JSC ‘Zapoliarye Hotel’. Subject of agreement: rendering of health resort services by Executor to Customer (the staff of Customer). Schedule of journeys, the amount and the cost of health resort vouchers are stated in Attachment 3 to the Minutes of BoD Meeting. The price of agreement: the price of health resort services rendered under the agreement amounts to 51 954 273 (Fifty-one million nine hundred and fifty-four thousand two hundred and seventy-three) RUB 00 kopecks, outside the scope of VAT in accordance with sub-item 18, item 3, Article 149 of the Tax Code of the Russian Federation. Term of validity: this Agreement shall come into force when signed by the parties and shall remain in force till 31 December 2011 including concerning the part of purchase of the health resort vouchers, in other respects – until complete fulfilment of obligations under the agreement by parties. Terms of agreement apply to the relationships of the parties, occurred from 01 January 2011. 28/12/10 BoD meeting minutes No. 57 30/12/10

Khlebov Alexey Vasileyvich

Addendum 1 (on termination) to paid educational services agreement dated 18 August 2010 No. МА-Е9/69 between Non-profit Partnership «Institute of economic strategies» (Executor), JSC WGC-3 (Customer) and Khlebov Alexey Vasileyvich (Listener). The price of addendum 1 on paid educational services agreement termination dated 18 August 2010 No. МА-Е9/69 between Nonprofit Partnership «Institute of economic strategies» (Executor), JSC WGC-3 (Customer) and Khlebov Alexey Vasileyvich (Listener) is fixed in accordance with Attachment 4 to the Minutes of BoD Meeting. 28/12/10 BoD meeting minutes No. 57 30/12/10

OJSC ‘MMC Norilsk Nickel’

Addendum 1 to Contract dated 10 December 2009 No. 02-DRiO-0893-09 for repair technical support and maintenance of equipment of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of additional works on repair technical support and maintenance of equipment of WGC-3 subsidiary Kostromskaya TPP performed in accordance with addendum 1 to Contract dated 10 December 2009 No. 02-DRiО-0893-09 between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 71 806 (Seventy-one thousand eight hundred and six) RUB 54 kopecks, including 18% VAT – 10 953 (Ten thousand nine hundred and fifty-three) RUB 54 kopecks. 28/12/10 BoD meeting minutes No. 57 30/12/10

OJSC ‘MMC Norilsk Nickel’

Contract for repair of generators No. 1, 2, 3, 5, 6, 7 for WGC-3 subsidiary Cherepetskaya Zhimerin TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of works on repair of generators No 1, 2, 3, 5, 6, 7 for WGC-3 subsidiary Cherepetskaya Zhimerin TPP performed under Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 7 734 185 (Seven million seven hundred and thirty-four thousand one hundred and eighty-five) RUB 47 kopecks, including 18% VAT – 1 179 791 (One million one hundred and seventy-nine thousand seven hundred and ninety-one) RUB 00 kopecks. 28/12/10 BoD meeting minutes No. 57 30/12/10

OJSC ‘MMC Norilsk Nickel’

Agreement of sale and purchase of a participatory interest in the charter capital of LLC ‘PHC CSKA’ between JSC WGC-3 and LLC ‘MC Sports Projects’ made on the following essential conditions: Contract parties: Seller: LLC ‘MC Sports Projects’. Buyer: JSC WGC-3. Subject of contract: sale and purchase of a participatory interest in the charter capital of LLC ‘PHC CSKA’ in the amount of 100 (one hundred) percent of the face value 273 983 000 (Two hundred seventy-three million and nine hundred eightythree thousand) RUB 00 kopecks. The price of agreement: 300 000 000 (Three hundred million) RUB 00 kopecks. 29/12/10 BoD meeting minutes No. 58 30/12/10

OJSC ‘MMC Norilsk Nickel’

Contract for repair of generators and electric motors of JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of works on repair of generators and electric motors 6.0 kV of WGC-3 subsidiary Kostromskaya TPP performed under Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 15 458 361 (Fifteen million four hundred and fifty-eight thousand three hundred and sixty-one) RUB 08 kopecks, including 18% VAT – 2 358 055 (Two million three hundred and fifty-eight thousand fifty-five) RUB 08 kopecks. 30/12/10 BoD meeting minutes No. 59 12/01/11

Attachment 3

136 List of Transactions with Proprietary Interest №

274

275

276

277

278

279

Contracting party

JSC ‘Remservice KGRES’

JSC ‘ATP KGRES’

JSC ‘Remservice KGRES’

Interested party (parties)

Transaction essentials WGC-3 BoD/AGM Decision (date of meeting, minutes No., approval date)

OJSC ‘MMC Norilsk Nickel’

Contract for repair and servicing of boiler equipment of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of works on repair and servicing of boiler equipment of WGC-3 subsidiary Kostromskaya TPP performed under Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 83 136 488 (Eighty-three million one hundred and thirty-six thousand four hundred and eighty-eight) RUB 18 kopecks, including 18% VAT – 12 681 837 (Twelve million six hundred and eighty-one thousand eight hundred and thirty-seven) RUB 18 kopecks. 30/12/10 BoD meeting minutes No. 59 12/01/11

OJSC ‘MMC Norilsk Nickel’

Contract for repair and servicing of equipment for the fuel-transport and chemical sections of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of works on repair and servicing of equipment for the fuel-transport and chemical sections of WGC-3 subsidiary Kostromskaya TPP under the contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 25 098 270 (Twenty-five million ninety-eight thousand two hundred and seventy) RUB 78 kopecks, including 18% VAT – 3 828 549 (Three million eight hundred twenty-eight thousand five hundred and forty-nine) RUB 78 kopecks. 30/12/10 BoD meeting minutes No. 59 12/01/11

OJSC ‘MMC Norilsk Nickel’

Contract for turbine repair of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of works on turbine repair of WGC-3 subsidiary Kostromskaya TPP performed under Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 34 159 186 (Thirty-four million one hundred and fifty-nine thousand one hundred and eighty-six) RUB 34 kopecks, including 18% VAT – 5 210 723 (Five million two hundred and ten thousand seven hundred and twenty-three) RUB 34 kopecks. 30/12/10 BoD meeting minutes No. 59 12/01/11

OJSC ‘MMC Norilsk Nickel’

Contract for repair and servicing of electrical equipment of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of works on repair and servicing of electrical equipment of WGC-3 subsidiary Kostromskaya TPP performed under Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 50 952 560 (Fifty million nine hundred and fifty-two thousand five hundred and sixty) RUB 48 kopecks, including 18% VAT – 7 772 424 (Seven million seven hundred and seventy-two thousand four hundred and twenty-four) RUB 48 kopecks. 30/12/10 BoD meeting minutes No. 59 12/01/11

OJSC ‘MMC Norilsk Nickel’

Contract for repair and servicing of systems of fire safety, service and drinking water supply, storm and wastewater drainage, heating and ventilation of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘ATP KGRES’ (Contractor). The price of works on repair and servicing of systems of fire safety, service and drinking water supply, storm and wastewater drainage, heating and ventilation of WGC-3 subsidiary Kostromskaya TPP performed under Contract between JSC WGC-3 (Customer) and JSC ‘ATP KGRES’ (Contractor) amounts to 41 785 659 (Forty-one million seven hundred and eighty-five thousand six hundred and fifty-nine) RUB 68 kopecks, including 18% VAT – 6 374 083 (Six million three hundred and seventy-four thousand eighty-three) RUB 68 kopecks. 30/12/10 BoD meeting minutes No. 59 12/01/11

OJSC ‘MMC Norilsk Nickel’

Contract for repair of equipment heating insulation of WGC-3 subsidiary Kostromskaya TPP between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor). The price of works on repair of equipment heating insulation of WGC-3 subsidiary Kostromskaya TPP performed under the Contract between JSC WGC-3 (Customer) and JSC ‘Remservice KGRES’ (Contractor) amounts to 46 036 903 (Forty-six million thirty-six thousand nine hundred and three) RUB 50 kopecks, including 18% VAT – 7 022 578 (Seven million and twenty-two thousand five hundred and seventy-eight) RUB 50 kopecks. 30/12/10 BoD meeting minutes No. 59 12/01/11

Glossary

138 ABBREVIATIONS cs

Common shares

JSC-energo

Open Joint Stock Company of power industry and electrification

TSA

Trading System Administrator of the Wholesale Electricity Market

ASR

Automatic System of Regulation

APS

Atomic Power Station

Balancing Market

AGMS

Annual General Meeting of Shareholders

TPP

State District Power Plant (in Russia â&#x20AC;&#x201C; Thermal Power Plants)

GTR (GTPP)

Gas Turbine Plant (Gas Turbine Power Plant)

HPS

Hydro Power Station

SAC

Subsidiaries and affiliated companies of JSC WGC-3

UES of Russia

Unified Energy System of Russia

Load Factor

Total capacity utilisation factor

KPI

Key performance indicators

Non-profit partnership

R&D Centre

Research and development centre

WGC

Generating companies of the wholesale market

UDO

Unified dispatch offices

AWP

Autumn and winter period

UES

Unified energy system

WMEC

Wholesale electricity (capacity market

UES

Unified energy systems

CCGT

Combined Cycle Gas Turbine

Regulated contracts

LDO

Local dispatch offices

Regulated sector

RS WMEC

Regulated sector of the wholesale electricity (capacity) market

NDM

Next day market

LEC

Local energy commissions

SAR

System of Automatic Regulation

JSC 'SO UES'

System Operator of the Unified Energy System

FTS WMEC

Free trade sector of the wholesale electricity (capacity) market

t/s

Turbine set

RGC

Regional generating companies

TPP

Thermal power plant

FTS

Federal Tariff Service

MEASUREMENT UNITS Gcal/hour Gigacalorie

Thermal energy unit

Gcal/hour Gigacalorie

Thermal capacity unit

grf

grams of relative fuel

kWh (kilowatt hour)

Generated electric energy unit

kW (kilowatt)

Electric power unit

MW (megawatt)

Electric power unit

t/h (tonnes per hour)

Steam output

trf

tonnes of relative fuel

139 TERMS Wholesale Generating Companies (WGCs)

Generating companies created on the basis of power plants in accordance with the Main Course of the Restructuring of Electrical Energy Industry of the Russian Federation approved by Decree of the Russian Federation Government No. 526 dated 11 July 2001, and Decree of the Russian Federation Government No. 1254-r dated 1 September 2003 (as amended by Decree of the Russian Federation Government No. 367-r dated 25 October 2004).

United Energy System of Russia (UES of Russia)

Total power-generating and other facilities linked to a united system for generation (including combined heat and power generation) and transmission of electricity under centralised operating dispatch management of the electricity industry.

Completion of Restructuring

A company is considered restructured (except for affiliation) upon state registration of the newly created legal entities. When a separate company is affiliated, the first company is considered restructured upon record in the Unified State Register of Legal Entities of the termination of the affiliated company.

Wholesale electricity (capacity) market

The distribution of a particular product – electricity (capacity) – within the scope of the United Energy System of Russia and within the single economic area of the Russian Federation, with participation of the major generation companies and bulk consumers of electricity which have acquired wholesale market member status and follow the rules and regulations of the wholesale market approved by the Government of the Russian Federation in accordance with the federal law “On the Electricity Industry”. The categories of major generating company and bulk consumer are assigned by the Government of the Russian Federation.

Regulated sector of the wholesale electricity (capacity) market/RS

A wholesale market segment in which wholesale trade of a certain part of the electricity and capacity generated takes place according to the tariffs approved by the federal executive natural monopoly regulatory authority in accordance with the federal law “On State Regulation of Electricity and Heat Tariffs in the Russian Federation”.

A repair and maintenance company in the electricity segment

A company whose core business is design, development and support and/or repair and maintenance of equipment, buildings and facilities for the generation, transmission, distribution and sale of electricity and heat, and operations and dispatch management.

Free Trade Sector/FTS

A segment in which wholesale trade of electricity takes place in the form of conclusion and execution of bilateral sales contracts and selection of competitive offers of consumers/sellers at free (non-regulated) prices.

Divergences Sector/BM

A system of interactions between wholesale market members connected with transactions of electricity in the amount of the margin between the actual generation (consumption) and the planned generation (consumption) of electricity per hour.

Supergrid

A high capacity superconducting electricity network which ensures the stable and efficient operation of the system as a whole.

Regional generating companies (RGC)

Open joint stock companies created during the interregional integration of generating assets of AO-energo (district generating companies), with the exception of the generating assets to be included in WGC.

Contact and Reference Information Annual General Meeting

The Annual General Meeting of JSC WGC-3 Shareholders will take place on 11 May 2011

Contacts:

Ivan Smirnov Head of Department for Development and Management of JSC WGC-3 Phone: + 7 (495) 231 43 44 (ext. 739) Fax: + 7 (495) 231 43 45 E-mail: SmirnovIA@ogk3.ru www.ogk3.ru

Registrar Details:

Closed Joint Stock Company 'Computershare Registrar' (CJSC 'Computershare Registrar') Location: 121108, Moscow, Ivan Franko St., 8, ‘Kutuzoff Tower’ Business Centre Telephone/Fax: (495) 926-81-60/(495) 926-81-78 Internet Address: http://www.nrcreg.ru/ E-mail: info@nrcreg.ru

Disclaimer The annual report of JSC WGC-3 (hereinafter ‘Annual Report’) has been prepared using information available to the Open Joint Stock Company ‘The Third Generation Company of the Wholesale Electricity Market’ (hereinafter ‘JSC WGC-3’, ‘WGC-3’ or the ‘Company’) when the report was being written. This Annual report may contain certain forward-looking statements regarding operations, economic performance and financial conditions, results of the Company’s operations and business, and its plans and expectations, as well as trends in commodity prices, output and demand volume, expected costs, growth opportunities and the productive lives of assets, estimates of reserves and similar factors, economic outlook for the industry and markets, the start and completion of certain projects and production activities. The words ‘intend’, ‘strive’, ‘project’, ‘anticipate’, ‘estimate’, ‘plan’, ‘believe’, ‘expect’, ‘may’, ‘should’, ‘will’, ‘continue’ or similar expressions usually identify such forward-looking statements. By their very nature, forward-looking statements involve inherent risk and uncertainties, both general and specific. There are risks that the predictions, forecasts, projections and other forward-looking statements will not be achieved. In view of these risks, uncertainties and assumptions, the Company warns that actual results may differ substantially from any future results expressed or implied by these forward-looking statements, which are based on the information available at the time of writing of this Annual Report. The Company does not make any guarantees or representations that the results anticipated by these forward-looking statements will be achieved. Such forward-looking statements represent, in each case, only one of many possible scenarios, and should not be viewed as the most likely. In particular, other factors that may affect the actual production or production start-up dates, costs or production output and anticipated lives of assets may include the ability to conduct production profitability; the impact of currency exchange rates on the market prices of the commodities produced; the actions of the government authorities of the Russian Federation and other jurisdictions where the Company is exploring, developing or using assets, including changes in tax, environmental and other legislation or regulations. This list of important factors is not exhaustive. When relying on forward-looking statements, the aforementioned factors should be carefully considered, especially in view of the political, economic, social and legal environment in which the Company operates. Except as required by applicable legislation, the Company does not undertake any obligations to publicly update or revise any forward-looking statements, whether as a result of new information or of future events.