Agreement between the Government of the Russian Federation and Government of the Republic of Tajikistan on cooperation on operation of Sangtudinsky GES-1

of July 30, 2009

The government of the Russian Federation and the Government of the Republic of Tajikistan which are hereinafter referred to as with the Parties

proceeding from interest in joint operation of the Sangtudinsky GES-1, which is the joint investment project within strategic cooperation between the Russian Federation and the Republic of Tajikistan in the field of rational use of hydro-electric resources of the Republic of Tajikistan, (further "project"), the performed Sangtudinsky GES-1 open joint stock company (further "Society"),

considering the Agreement between the Government of the Russian Federation and the Government of the Republic of Tajikistan on procedure and conditions of equity of the Russian Federation in construction of Sangtudinsky GES-1 of October 16, 2004 and the Protocol on carrying out share issue of Sangtudinsky GES-1 open joint stock company and on introduction of amendments to the Agreement between the Government of the Russian Federation and the Government of the Republic of Tajikistan on procedure and conditions of equity of the Russian Federation in construction of Sangtudinsky GES-1 of October 16, 2004 signed in Moscow on April 29, 2008

agreed as follows:

Article 1

The share of the Russian Side in the authorized capital of Society taking into account the investments performed in construction of Sangtudinsky GES-1, constitutes 75 percent minus one share.

The share of the Tajik Side in the authorized capital of Society, taking into account the indexed cost of construction in progress of Sangtudinsky GES-1 and preferences on the used construction materials constitutes 25 percent plus one share.

Article 2

The Tajik Side guarantees:

since August 1, 2009 purchase for the domestic market on tires of the station of the electric power developed by Sangtudinsky GES-1 on rate 0, of the 0169th US dollar for 1 kWh. excluding VAT, within twenty years. Since January 1, 2010, the rate for the domestic market annually increases by 4% at least of the level of rate of last year;

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