Minutes No.28

of Meeting of Personnel and Remuneration Committee attached to

Board of Directors of “IDGC of the South”, JSC

dated February 24, 2011

Form of holding:

Absentee voting (by questionnaire)

Last date of receiving the questionnaires:

24.02.2012

Time of voting results summarizing:

17-00

Place of voting results summarizing:

327 Severnaya St., Krasnodar

(postal address of “IDGC of the South”, JSC)

Date of the minutes drawing:

24.02.2012

Members of Personnel and Remuneration Committee attached to Board of Directors: 6 persons.

Members submitted the questionnaires: Lutskovich V. E (Chairman the Committee), Erpsher N. I., Masalova S. N., Shevchyuk A. V., Grachyova I. A., Spirin D. A.

Members who did not submitted the questionnaires: no

The quorum is present.

Agenda

On taking into consideration the results of activity of deputy director general – head of “Astrakhanenergo” branch of “IDGC of the South” JSC and preparation of recommendations to director general of the Company

Item 1

On taking into consideration the results of activity of deputy director general – head of “Astrakhanenergo” branch of “IDGC of the South” JSC and preparation of recommendations to director general of the Company

Resolution:

1.  To consider the results of activity of Goncharov Pavel Viktorovich in the position of deputy director general – head of “Astrakhanenergo” branch of “IDGC of the South” JSC as acceptable

2.  To recommend Arkhipov S. A., director general of the Company, to prolong terms of authorities and term of labour contract with Goncharov Pavel Viktorovich deputy director general – head of “Astrakhanenergo” branch of “IDGC of the South” JSC for one year.

Voting results:

Lutskovich V. E

-

FOR

Erpsher N. I.

-

FOR

Masalova S. N.

-

FOR

Shevchyuk A. V.

-

FOR

Grachyova I. A.

-

FOR

Spirin D. A.

-

FOR

Thus, the decision on the first item was unanimously adopted by members of Personnel and Remuneration Committee attached to the Board of Directors of “IDGC of the South”, JSC

Chairman of the Committee

Lutskovich V. E.

Secretary of the Committee

Kuznetsova L. N.