ORDER OF THE GOVERNMENT OF THE REPUBLIC OF TAJIKISTAN

of December 30, 2009 No. 685

About approval of the Charter, the Management structure, the Procedure for release into the stream of commerce of shares and Share certificates, Samples of shares and Share certificates of Rogunsky Hydroelectric Power Station Open joint stock company

According to Article 53 of the Civil code of the Republic of Tajikistan the Government of the Republic of Tajikistan decides:

1) to Approve the Charter, the Management structure, the Procedure for release into the stream of commerce of shares and Share certificates, Samples of shares and Share certificates of Rogunsky Hydroelectric Power Station Open joint stock company (appendices 1 - 8).

2) to Determine the size of authorized capital of Rogunsky Hydroelectric Power Station Open joint stock company in the amount of 6 000 000 000 (six billion) somoni.

3) to the State committee on investments and management of state-owned property of the Republic of Tajikistan together with the Ministry of Energy and Industry of the Republic of Tajikistan, the Ministry of Transport and Communications of the Republic of Tajikistan, the Agency under the Government of the Republic of Tajikistan and Open joint-stock holding company "Tonic Barques" to determine amount of completed work in Rogunsky hydroelectric power station taking into account the cost of the available equipment by construction and architecture, machines and mechanisms and to provide to the Government of the Republic of Tajikistan for approval and inclusion in authorized fund of Rogunsky Hydroelectric Power Station Open joint stock company.

To Declare 4) invalid the order of the Government of the Republic of Tajikistan of April 15, 2008 No. 186 "About approval of the Charter and management structure of Rogunsky Hydroelectric Power Station Open joint stock company.

Appendix №1

to the Order of the Government of the Republic of Tajikistan of December 30, 2009 No. 685

Charter of Rogunsky Hydroelectric Power Station open joint stock company

1. General provisions

1) the Rogunsky Hydroelectric Power Station Open joint stock company (further - Society) is formed according to the order of the Government of the Republic of Tajikistan of August 31, 2007 No. 454 "About creation of joint-stock company of "Rogunsky hydroelectric power station", the Civil code of the Republic of Tajikistan, the law of the Republic of Tajikistan "About joint-stock companies" and other regulatory legal acts of the Republic of Tajikistan.

2) the Rogunsky Hydroelectric Power Station Open joint stock company performs the activities according to requirements of the current legislation of the Republic of Tajikistan.

2. Name and location of Society

3) the Full trade name of Society in Tajik of Chamjiyati of sakhomiya of kushodaa "NBO Rogun".

4) the Full trade name of Society in Russian Rogunsky Hydroelectric Power Station Open joint stock company.

5) the Reduced trade name of Society in Tajik of ChSK "NBO Rogun".

6) the Reduced trade name of Society in Russian of JSC Rogunsky Hydroelectric Power Station.

7) Society Location: Republic of Tajikistan, city of Rogun, Ulitsa Sokhtmonchiyon-40.

3. Legal status of Society

8) The legal status of Society is determined by the current legislation of the Republic of Tajikistan and this Charter.

9) Founder of Society:

- At the time of creation of Society by the single founder the Government of the Republic of Tajikistan, the having 100% shares of Society is

10) Society has the isolated property considered on its separate balance, can acquire and perform on its own behalf the property and personal non-property rights, perform duties, to be claimant and the defendant in court.

11) Society has the right to open in accordance with the established procedure bank accounts for the territories of the Republic of Tajikistan and beyond its limits.

12) Society bears responsibility according to the obligations all property belonging to it.

Society does not answer for obligations the shareholders. Shareholders answer for obligations Society within the cost of the owned km of stocks.

13) Society has the round stamp containing its full trade name in state language. In seal the trade name of Society in any other language can be also specified.

Society has the right to have stamps and forms with the trade name, own emblem, and also the trademark registered in accordance with the established procedure and other means of visual identification.

14) Society can create branches and open representations both in the territory of the Republic of Tajikistan according to the legislation of the Republic of Tajikistan, and beyond its limits according to the legislation of foreign state in the location of branches and representations if other procedure is not provided by the international treaty of the Republic of Tajikistan.

Branches and representative offices of Society are not legal entities, act on behalf of Society and based on the provisions approved by Society.

Branches and representative offices of Society are allocated with the main and current assets at the expense of Society. Branches and representations have own balances which enter balance of Society.

The head of branch or representative office of Society is appointed the CEO of Society and acts on the basis of the power of attorney, issued by society.

Society bears responsibility for activities of the branch and representation.

Society can have affiliated and dependent societies, according to the legislation of the Republic of Tajikistan.

4. Purpose and types of activity of Society

15) the Main objective of activities of Society is profit earning.

16) For profit earning Society has the right to perform the any kinds of activities which are not prohibited by the law including:

- production, transfer, distribution of electrical and heat energy;

- delivery (sale) of electrical energy;

- heat and power supply;

- supply of oil products;

- export-import transactions in the field of power;

- construction of power facilities, objects of civil engineering;

- installation, adjustment and repair of power facilities, electrical power, heat power equipment and power stations of consumers;

- activities for operation of power networks;

- preparation of the conclusion and implementation of contracts on deliveries of machines, mechanisms, spare parts, the equipment of the construction industry, construction materials, metal rolling, energy oils, fuel and lubricants, etc.

- preparation, the conclusion and implementation of contracts on import deliveries of the energy equipment and automatic control;

- accomplishment of function of the customer or contractor according to any internal and international energy projects, projects of systems of the commercial automated accounting, means of dispatching and technological management;

- foreign economic activity;

- carrying out by own efforts, and also with involvement of other organizations and specialists of preproject, project and research works in development of electric utility systems and controls by them, to increase in handling capacity existing and to construction of new power lines (including interstate) and other energy objects, for the purpose of growth in volumes of export and import of the electric power;

- use of own and raised funds in different projects of cooperation with the Tajik and foreign physical persons and legal entities;

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