Remuneration to members of the Board of Directors

In accordance with Clause 2 Article 64 of the Federal Law “On Joint Stock Companies” resolution on remuneration payable to the members of the Board of Directors of the Company may be adopted only by the general meeting of shareholders either by way of approval of a regulation coordinating the procedure for payment of such remuneration or by way of adopting resolution on payment of such remuneration at the general meeting of shareholders of the Company.

The Company has the Regulation on the remuneration and compensations payable to the Members of the Board of Directors of IDGC of Centre, JSC,approved by the General Meeting of Shareholders on May 30, 2008 (Minutes # 01 of 03.06.2008).

Under this Regulation, the members of the Board of Directors of IDGC of Centre are paid remuneration:

• for participation in meetings;
• additional remuneration following the results of the activity evaluation of the Board of Directors:
• for the net profit indicator according to the annual financial statements approved by the Annual General Meeting of Shareholders;
• in the case of increase of the market capitalization of the Company for the activity period of the Board of Directors.

Remuneration for their participation in the meetings is paid to members of the Board of Directors:

• in absentia — in the amount of 5 monthly minimum wage rates of the 1st category employee;
• in presentia — in the amount of 10 monthly minimum wage rates of the 1st category employee.

The amount of remuneration to Chairperson (Deputy Chairperson) for each meeting, at which he acted as Chairperson of the Board of Directors, shall be increased by 50%.

For the net profit indicator the calculation of additional remuneration to each member of the Board of Directors shall be based on:

• the net profit according to the annual financial statements approved by the AGM;
• the number of members of the Board of Directors in accordance with the Articles of Association of the Company;
• the number of meetings held in the year and which were attended by the member of the Board of Directors.

Such remuneration shall be paid to all members to the Board of Directors, who performed work for the year, following the results of which the net profit of the Company was received.

The amount of additional remuneration for the performance of the indicator to increase the size of the market capitalization of the Company for each member of the Board of Directors is 0.0175 % of the increase in the market value of the Company, calculated for the period from the election of a member of the Board of Directors until the election of a new Board of Directors of the Company. The condition for payment of the remuneration is the average amount of transactions of at least 1.5 million rubles, concluded with ordinary shares of the Company on the Stock Exchange during the term of the members of the Board of Directors being remunerated.

Limitations in the calculation of additional remuneration:

• additional remuneration is not paid, if a member of the Board of Directors has not taken part in more than 50% held (since his or her election to the termination of office) meetings;
• the amount of additional remuneration for the performance of the net profit indicator may not exceed the salary of General Director set by the Board of Directors:
• more than 5 times for a member of the Board of Directors;
• more than 7 times for Chairperson of the Board of Directors;
• the amount of additional remuneration to members of the Board of Directors for the performance of the indicator to increase the size of the market capitalization of the Company shall not exceed the salary of General Director set by the Board of Directors by more than 5 times.

Remuneration for the performance net profit indicator is paid to Chairperson of the Board of Directors at 1.5 factor.