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Unified Energy System

April 29, 2003

UES Board approves the principles by which the Board members can perform transactions in the shares in RAO "UES of Russia"

Moscow, 29 April. As was previously reported, on 28 April the Board of Directors of RAO "UES of Russia" approved the Basic Principles for performance by members of the Board of Directors and Management Board of RAO "UES of Russia" of transactions in shares in RAO "UES of Russia" and its subsidiaries and dependent companies (SDCs) and recommended that the members of the Company's Board of Directors and Management Board sign a personal undertaking to comply with the Basic Principles.

The Board of Directors determined that all members of the Company's management bodies must, within 10 days upon approval of said decision, disclose their shareholdings in the Parent Company and/or its SDCs to the Audit Committee of the Board of Directors. Until the Audit Committee is established and its terms of reference are defined, its functions are to be performed by the Board of Directors.

The Board of Directors decided that, until the Audit Committee is set up, the period for prior approval of transactions established by the Basic Principles shall be 25 days.

The Basic Principles, in particular, establish that, during the term of office of members of the Company's management bodies and after the expiry of the term of office (employment) at the Company, the persons that are or were members of the Company's management bodies shall be obliged to keep confidential any information that is not publicly available (i.e. confidential information for official use only and information that constitutes a business secret) which may be obtained or created by them in connection with their activities (work) at the Company.

The notion of information that is not publicly available with reference to the Company's activities, as well as the composition of such information, the documenting procedure, conditions and rules for information processing, categories of information by level of access and access procedure, procedures for protection, and rules for handling documents in the process of their copying and distribution shall be determined by the resolution of the Board of Directors of the Company.

The Basic Principles also state that members of the Company's management bodies do not have the right to make, directly or indirectly, any transactions in securities, including shares, convertible shares, options, bonds, and derivative securities of the Company and the business companies in which the Company has stakes, using internal information about the Company or the businesses in which the Company has stakes (hereinafter referred to as "insider information").

Members of the Company's management bodies must not provide insider information (whether by "giving tips" or otherwise) to any other parties that use it for performance of transactions (deals) in securities, regardless of whether or not such person is affiliated to them.

Members of the management bodies must not try to "play on the market" [i.e. profit from the market moves] by making transactions simultaneously with official release by the Company (pursuant to requirements of the Charter, Bylaws and resolutions of the Company's management bodies) of information or within an established period after its official publication.

Persons that are in possession of insider information must refrain from making any transactions (deals) in securities for at least one trading day after its official publication.

To ensure compliance in practice with the requirements of the Basic Principles, the following procedures for prior approval of (agreement to) transactions (deals) and subsequent notification about the performed transactions (deals) are introduced:

- within 5 days prior to the performance of transactions (deals) in securities of the Company or businesses in which the Company has stakes, members of the Company's management bodies are obliged to apply to the Board's Audit Committee (the body controlling compliance with the rules), which must, within 4 days after such application, inform the relevant person of approval of (or refusal to approve) the performance of the intended transaction (deal) in securities.

- members of the management bodies must notify the Audit Committee of the Board of Directors of the effected transaction (deal), the performance of which has been previously approved, within 24 hours after the performance of said transaction (deal).

The Basic Principles state that the signing and submission to the Board's Audit Committee of [documents containing] information about securities of the Company (or business entities in which the Company has stakes), owned by the candidate shall be a precondition for employment of all new members of the Company's Management Board.

Members of the Board of Directors must notify the Audit Committee about their shareholdings in the Company (or businesses in which the Company has stakes) not later than 10 days after their election to the Board of Directors of the Company.

Members of the management bodies must refrain from performance of transactions (deals) in securities of the Company during certain "periods of prohibition" of transactions (deals) in securities of the Company or businesses in which the Company has stakes.

The notion of "period of prohibition" (i.e., periods which may be established, for instance, in connection with recommendations of the Board of Directors regarding dividend payments, preparation and publication of the Annual Report, etc.), the beginning and end of "periods of prohibition", the procedure for performing transactions in securities of the Company and business entities in which the Company has stakes, during such "period of prohibition" shall be determined by decisions of the Board of Directors.

The Basic Principles state that an "owner" is a person, directly or indirectly owning securities of the Company or business companies in which the Company has stakes, including [ownership] through any third parties, or under any agreements of joint-venture, trust management or on other grounds, or any other entities controlled by such person in person or jointly with a person affiliated with them or with a person that is under common control, and any other persons in respect of whom said person exerts influence on taking investment decisions relating to transactions in securities of the Company or businesses in which the Company has stakes.

 

 

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