Appendix 1

Reference Information for Shareholders and Investors


 

 

Banking Details

Taxpayer's Identification Number (INN) 7841312071, KPP 784101001
Account No. 40702810500170000005
with Gazenergoprombank
Saint Petersburg
Correspondent Account No. 30101810900000000842
BIK 044030842; OGRN 1057810153400
OKPO 76201586


Contacts:

JSC TGC-1

Olga Solomina
Head of Corporate Management Department
Telephone: +7 (812) 901-3113
Fax: +7 (812) 494-3670
Е-mail: Solomina.ON@tgc1.ru

Antonina Maximova
Head of Shareholder Capital and Investor Relations sector
Telephone: +7 (812) 901-3292
Fax: +7 (812) 901-3133
E-mail: Maksimova.AN@tgc1.ru

Timur Akhmedzhanov
Head of Investor Relations
Telephone: + 7 (812) 901-3296
Fax: +7 (812) 901-3298
E-mail: Ahmedzhanov.TG@tgc1.ru

Victor Nesterov
Corporate Secretary
Head of Shareholder Relations
Telephone: +7 (812) 901-3591
Fax: +7 (812) 901-3595
Е-mail: Nesterov.VV@tgc1.ru


The Bank of New York Mellon
(The Depositary Bank for the GDR program of JSC TGC-1)

Vladimir Kotlikov
(New York)
The Bank of New York Mellon Depositary Receipts
ADR Division/EEMEA
Telephone: +1 (212) 815-5948
Fax: +1 (212) 571-3050
vladimir.kotlikov@bnymellon.com

Irina Baichorova
(Moscow)
Telephone: +7 (495) 967-3110
Fax: +7 (495) 967-3106
irina.baichorova@bnymellon.com



Appendix 2

2009 Financial Statements of JSC TGC-1 under
Russian Accounting Standards


AUDIT REPORT ON THE FINANCIAL STATEMENTS OF JOINT STOCK COMPANY TERRITORIAL
GENERATING COMPANY No. 1 FOR THE YEAR 2009

The audit of the financial statements of Joint Stock Company Territorial Generating Company No. 1 (hereinafter the Company) for the year 2009 was conducted by ZAO BDO in accordance with contract No. Yu-0111-0368-09 of September 14, 2009, entered into by resolution of the General Shareholder Meeting of the Company (Minutes of 17.06.2009 No. 1).

Brief Summary of ZAO BDO

ZAO BDO is registered with Russian Federation Ministry of Taxation Inspectorate No. 26 for the Southern Administrative District of Moscow.

Certificate series 77 No. 006870804 of entry into the Unified State Register of Legal Entities of January 29, 2003 under primary State registration No. 1037739271701.

Certificate series 77 No. 013340465 of entry into the Unified State Register of Legal Entities of January 20, 2010 under primary State registration No. 1037739271701.

Location: 117587, Moscow, Varshavskoe shosse, dom 125, stroenie 1, sektsiya 11
Telephone: + 7 (495) 797-5665
Tel/Fax: +7 (495) 797-5660
E-mail: reception@bdo.ru
Web: www.bdo.ru

General Director – Andrey Dubinsky.

ZAO BDO is an independent national audit firm, a member of the worldwide network of BDO International.

ZAO BDO is a member of Auditor Chamber of Russia Non-for-Profit Partnership, a professional association of auditors entered in the State register of auditors and organizations of auditors under primary State registration No. 10201018307. Auditor Chamber of Russia NP is entered into the State register of self-regulatory organizations of auditors under No. 1 in accordance with decree No. 455 of the Ministry of Finance of Russia dated October 1, 2009.

Authority to sign the audit report is delegated to Andrey Balyakin, the partner in charge of the audit, under power of attorney No. 76-01 /2010-BDO of February 1, 2010.

Galina Kolbeneva, an auditor, was the audit manager in charge of the audit of the Company.

Brief Summary of JSC TGC-1

Joint Stock Company Territorial Company No. 1 was registered on March 25, 2006 under primary State number 1057810153400 with Federal Tax Service’s Inter-District Inspectorate No. 15 for Saint Petersburg.

Location: 191186, Russian Federation, Saint Petersburg, Marsovo Pole 1.

1. We have audited the accompanying financial statements for the year 2009 on 37 pages, comprising of:

These statements have been prepared by the management of the Company in accordance with the requirements set forth in Federal Law No. 129-FZ of November 21, 1996 “On Accounting” (as amended and supplemented), the Accounting Regulations, decree of the Ministry of Finance of the Russian Federation of July 22, 2003, No. 67n “On Accounting Forms for Organizations” and other accounting and reporting standards generally accepted in Russia.

The accounting procedures and compliance with the laws of the Russian Federation in the course of business operations are the responsibilities of Boris Vainzikher, General Director of the Company.

The formation of accounting policies, maintenance of accounting records, and timely presentation of complete and accurate statements are the responsibilities of Raisa Stanishevskaya, the Company’s chief accountant.

The financial statements for the period from January 1 through December 31, 2008, had been audited by ZAO PricewaterhouseCoopers Audit. As a result of that audit, an auditor’s report was presented on March 30, 2009.

Our responsibility is to express an opinion, based on our audit, on whether the information in the financial statements is stated fairly in all material respects.
The objective of our audit was not to express an opinion on whether the Company’s activities comply fully with the laws of the Russian Federation or to evaluate the performance of the Company’s management.

2. We conducted the audit in accordance with Federal Law No. 307-FZ of December 30, 2008, “On Auditing Activities” and the federal auditing rules (Standards) enacted by the Russian Federation Government in its decree No. 696 of September 23, 2002, (as amended and supplemented), other auditing standards generally accepted in Russia and the internal auditing standards and procedures of the Company.

In conducting the audit, we followed the internal rules (standards) of the Auditor Chamber of Russia Non-for-Profit Partnership, a recognized professional association of auditors.

The audit was planned and conducted so that we could reasonably be sure that the financial statements are free of any material misstatement.

An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles and rules applied in preparing financial statements, considering significant estimates made by the Company’s management, as well as evaluating the overall financial statement presentation.

We believe that our audit provides a reasonable basis for our opinion on whether the financial statements are presented fairly in all material respects.

3. In our opinion, the financial statements of the company present fairly, in all material respects, the financial position of the Company as of December 31, 2009, and the results of its operations and cash flow for the period from January 1 through December 31, 2009 in accordance with the legislation of the Russian Federation applicable for the accounting reports.

March 30, 2010

A.B. Balyakin
Partner in Charge

G.A. Kolbeneva
Audit Manager

 

qualification certificate of the Ministry of Finance of the RF for general audit No. K 009018, issued under resolution of the Central Certification and Licensing Commission of the Ministry of Finance of the Russian Federation of November 30, 2000, valid from December 19, 2003, and extended for an unlimited period (minutes No. 86 TsAU1AK of the Ministry of Finance of the RF)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Appendix 3

Audit Commission Report on the Balance Sheet of JSC TGC-1
for the Year 2009


Moscow
April 10, 2010

During the period from March 31, 2010 to April 2, 2010, the Audit Committee of JSC TGC-1, members of which acted under the Articles of Association of the Company and the Provisions on the Audit Committee, reviewed the financial and operational results of the activities of JSC TGC-1 (hereinafter the Company) for the year 2009.

The review was prepared on a random sample basis.

ZAO BDO, the auditor, had conducted an audit of the financial statements of the Company for the year beginning on January 1, 2009 and ending on December 31, 2009 (the audit report of March 30, 2010). In the auditor’s opinion, the financial statements of JSC TGC-1 present fairly, in all material respects, the financial position of the Company as of December 31, 2009 and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the Russian Federation.

The goal of the review was to assess whether or not the financial statements, statistical reports and other documents of the Company present a fair and true view of the Company’s performance and whether or not they meet the requirements of the laws of the Russian Federation.

The review included an examination of financial and operational performance of the Company in the year 2009. In conducting the review, an analysis of the investment, production, financing and operating activities was performed. The review was based on the financial and operational documentation, including financial statements, statistical reports and other documents.

During the review of the accounting documentation, financial statements and other financial and operational documentation of the Company, the Audit Committee found that:

1.  The Annual Report for the year 2009 fairly presents the financial position, results of financial activities
     and cash flows of the Company within the year.
2.  The financial statements of JSC TGC-1, with the balance-sheet total of RUR 93 281 268 thousand, fairly present
     the assets and liabilities as of December 31, 2009 and financial results of activities for the year 2009.
3.  In the reporting period, the net profit of JSC TGC-1 was RUR 3 366 287 thousand.
4.  No major financial and operational activities of the Company caused a violation or were based on a misinterpretation
     of the requirements of the laws of the Russian Federation.

The Company conducts its business in accordance with the laws of the Russian Federation and the Articles of Association.

The financial position of the Company is stable.

Based on the results of the review, the Audit Committee has sufficient evidence to confirm that the information presented in the annual report and financial statements of JSC TGC-1 for the period from January 1, 2009 to December 31, 2009 is fairly stated in all material respects.

Chairman of the Audit Commission:

E.N. Zemlyanoy


M.I. Mironova


I. Vekkila


E.V. Goldobina


N.Yu. Orlova



Appendix 4

Consolidated financial statements prepared in accordance with international financial reporting standards for the year ended December 31, 2009


ZAO BDO
Section 11, Build. 1,
125, Warshavskoe shosse,
Moskow, 117587, Russia
Tel: +7 495 797 5665
Fax: +7 495 797 5660
E-mail: reception@bdo.ru
www.bdo.ru

Independent Auditor’s Report

To the Shareholders and the Board of Directors of Joint Stock Company
“Territorial Generating Company № 1” (JSC “TGC-1”)


We have audited the accompanying consolidated financial statements of JSC “TGC-1” and its subsidiaries (the “Group”), which comprise the consolidated statement of financial position as at 31 December 2009, and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements give a true and fair view of the financial position of the Group as at 31 December 2009, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards.

Emphasis of Matter

Without qualifying our opinion we draw attention to Notes 1, 6, 25 and 26 to the accompanying consolidated financial statements of the Group. The Government of the Russian Federation has an ultimate controlling interest in the Group and Governmental economic and social policies affect the Group’s financial position, results of operations and cash flows.

Other Matter

The consolidated financial statements of the Group for the year ended 31 December 2008 were audited by another auditor, ZAO PricewaterhouseCoopers, who expressed unqualified opinion on those statements on 1 June 2009.

28 May 2010

 


Approved for issue and signed on behalf of the Board of Directors on 28 May 2010.

Vaynzikher B.F.
General Director

Stanishevskaya R.V.
Chief Accountant