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AANNNNUUAALL RREEPPOORRTT

OF S.P. KOROLEV ROCKET AND SPACE PUBLIC CORPORATION

ENERGIA for 2011

Korolev city

S.P. Korolev Rocket and Space Corporation Energia ENERGIA

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This annual report was preliminarily approved by OAO RSC

Energia’s Board of Directors on April 26, 2012,

Minutes No. 7 as of April 28, 2012.

Accuracy of the data contained in this Annual Report was

confirmed by OAO RSC Energia’s Auditing Committee Report

as of April 19, 2012

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TABLE OF CONTENTS LIST OF THE ABBREVIATIONS USED.......................................................................................... 6

1. CORPORATION BACKGROUND ................................................................................................ 8

2. INFORMATION ABOUT CONDUCTING THE CORPORATION GENERAL

SHAREHOLDERS MEETINGS ......................................................................................................... 9

3. BACKGROUND INFORMATION ON THE CORPORATION BOARD OF DIRECTORS ..... 13

3.1. INFORMATION ABOUT THE CORPORATION COMPLIANCE WITH THE CORPORATE

CODE OF CONDUCT ...................................................................................................................... 36

4. INFORMATION ABOUT THE CORPORATION AUDITING COMMITTEE ......................... 38

5. INFORMATION ABOUT THE PERSONS HOLDING THE POSITION OF THE

CORPORATION SINGLE-MEMBER EXECUTIVE BODY AND COLLECTIVE EXECUTIVE

BODY MEMBERS ............................................................................................................................ 38

6. CORPORATION STANDING IN THE INDUSTRY, ITS PRIORITY LINES OF ACTIVITY . 48

6.1. PERIOD OF THE CORPORATION OPERATION IN RESPECTIVE INDUSTRY ............. 48 6.2 MAJOR COMPETITORS OF THE CORPORATION ............................................................. 49 6.3. CORPORATION SHARE IN RESPECTIVE MARKET SEGMENT WITH RESPECT TO THE CORPORATION CORE BUSINESS AND DYNAMICS OF THIS INDICATOR OVER THE LAST 3 YEARS ...................................................................................................................... 51 6.4. INTERNATIONAL SPACE STATION (ISS) ......................................................................... 53 6.5. TRANSPORT-ENGINEERING SUPPORT (SOYUZ, PROGRESS AND OTHER SPACE VEHICLES) ..................................................................................................................................... 59 6.6. SCIENTIFIC-APPLIED EXPERIMENTS AND RESEARCH ON THE ISS ......................... 60 6.7. NEW-GENERATION MANNED SPACE VEHICLE ............................................................ 64 6.8. LAUNCH VEHICLES.............................................................................................................. 65 6.9. AUTOMATIC SPACE COMPLEXES AND SYSTEMS ........................................................ 65 6.10. SEA LAUNCH ROCKET-SPACE COMPLEX .................................................................... 66 6.11. LAND LAUNCH ROCKET SPACE COMPLEX ................................................................. 67 6.12. FLIGHT OPERATION, TESTS OF ROCKET-SPACE COMPLEXES AND SYSTEMS .. 67 6.13. USE OF SPACE TECHNOLOGIES FOR THE BENEFIT OF NON-SPACE PRODUCTION ................................................................................................................................ 69 6.14. HYDROGEN TECHNOLOGIES ........................................................................................... 71 6.15. INTERNATIONAL ACTIVITIES OF THE CORPORATION ............................................. 72

7. MAIN LINES OF THE CORPORATION ACTIVITIES AND ITS DEVELOPMENT

PROSPECTS...................................................................................................................................... 78

7.1. INFORMATION ABOUT STRATEGIES AND PROGRAMS OF SOCIAL DEVELOPMENT AVAILABLE IN THE CORPORATION ......................................................... 78 7.2 LEVEL OF INVESTMENTS WITH BREAKDOWN BY FINANCING SOURCES ............. 78 7.3. PROSPECTS FOR THE CORPORATION DEVELOPMENT ............................................... 79

8. JOINT STOCK COMPANY STRUCTURE ................................................................................. 79

9. BOOKKEEPING REPORTING AND AUDITOR’S REPORT ON FAITHFULNESS OF

ACCOUNTS OVER THE ACCOUNTING AND PREVIOUS YEARS ......................................... 86

9.1. INFORMATION ABOUT VOLUME OF EACH TYPE OF ENERGY RESOURCES USED BY THE CORPORATION IN ACCOUNTING YEAR BOTH IN KIND AND IN MONEY TERMS ............................................................................................................................................ 87

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10. INFORMATION ABOUT LARGE DEALS EFFECTED BY THE CORPORATION DURING

ACCOUNTING YEAR, INCLUDING THE LIST OF THE DEALS EFFECTED BY THE

CORPORATION DURING ACCOUNTING YEAR AND RECOGNIZED IN ACCORDANCE

WITH FEDERAL LAW “ON JOINT STOCK COMPANIES” AS LARGE DEALS, AS WELL AS

OTHER DEALS WHICH ARE TO BE CONCLUDED UNDER THE PROCEDURE FOR LARGE

DEALS APPROVAL IN ACCORDANCE WITH THE CORPORATION ARTICLES OF

ASSOCIATION; WITH EACH DEAL INDICATING ITS MATERIAL CONDITIONS AND THE

CORPORATION MANAGERIAL BODY WHICH TOOK DECISION ON ITS APPROVAL ..... 87

11. INFORMATION ABOUT INTERESTED-PARTY TRANSACTIONS EFFECTED BY THE

CORPORATION IN THE ACCOUNTING YEAR, INCLUDING THE LIST OF THE

TRANSACTIONS EFFECTED BY THE CORPORATION DURING THE ACCOUNTING YEAR

AND RECOGNIZED IN ACCORDANCE WITH FEDERAL LAW “ON JOINT STOCK

COMPANIES” AS INTERESTED-PARTY TRANSACTIONS; WITH EACH SUCH

TRANSACTION INDICATING INTERESTED PERSON (PERSONS), MATERIAL

CONDITIONS AND THE CORPORATION MANAGERIAL BODY WHICH TOOK DECISION

ON ITS APPROVAL ......................................................................................................................... 88

12. INFORMATION ABOUT DISTRIBUTION AND USE IN 2011 OF THE CORPORATION

PROFIT RESULTING FROM RSC ENERGIA PERFORMANCE IN 2010 .................................. 88

13. INFORMATION ABOUT STATE BACKING OF THE CORPORATION ACTIVITIES IN

THE ACCOUNTING YEAR, INCLUDING DATA ON STATE SUBSIDIES, OBJECTIVES OF

THEIR USE, INFORMATION ABOUT APPLICATION OF THE FUNDS AT THE CLOSE OF

THE ACCOUNTING ........................................................................................................................ 90

14. KEY RISK FACTORS ASSOCIATED WITH THE CORPORATION ACTIVITIES .............. 92

14.1. INFORMATION ABOUT THE CORPORATION INVESTMENTS, WHICH CAN PROBABLY PROVIDE LEVEL OF INCOME HIGHER THAN 10% PER ANNUM, AND INDICATED INVESTMENT OBJECTIVES AND AMOUNTS, AS WELL AS FINANCING SOURCES........................................................................................................................................ 92 14.2. INFORMATION ABOUT CONTINUING COURT PROCEEDINGS IN WHICH THE CORPORATION ACTS AS PLAINTIFF/DEFENDANT ON DEBT RECOVERY CLAIM INDICATING A TOTAL AMOUNT OF CLAIM MADE/LODGED WHICH IS OF MATERIAL VALUE TO THE CORPORATION ............................................................................................... 92 14.3. INFORMATION ABOUT POSSIBLE CIRCUMSTANCES WHICH CAN HAMPER THE PROGRESS OF THE CORPORATION BUSINESS ..................................................................... 93

15. INFORMATION ABOUT ACTUAL RESULTS OF EXECUTING THE RUSSIAN

FEDERAION PRESIDENT AND GOVERNMENT ORDERS AND INSTRUCTIONS ............... 97

APPENDIX 1 INFORMATION ABOUT COMPLIANCE WITH CODE OF CORPOR ............. 106

APPENDIX 2 INTERESTED-PARTY TRANSACTIONS EFFECTED IN 2011 (WITH RSC

ENERGIA AS THE CONTRACTOR) ............................................................................................ 114

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APPENDIX 3 INDICATORS OF IMPLEMENTED ORGANIZATION AND TECHNICAL

MEASURES ON ELECTRICAL POWER SUPPLY AND POWER EFFICIENCY INCREASE IN

2011.................................................................................................................................................. 177

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LIST OF THE ABBREVIATIONS USED

JSC (AO) – Joint Stock Company USOS (АС) – United States On-Orbit Segment SCU (БКА) – Spacecraft Unit MIU (БМЗ) – Multiple Ignition Unit RV (ВА) – Return Vehicle EVA (ВКД) – Extravehicular Activity PDB (ГКБ) – Prime Design Bureau RF (ГО) – Payload Fairing LOCT (ГОГУ) – Lead Operational Control Team GTO (ГПО) – Geosynchronous Transfer Orbit GSO (ГСО) – Geosynchronous Orbit ERS (ДЗЗ) – Earth Remote Sensing S&AC (ДЗО) – Subsidiaries and Affiliated Companies WT (ЕДВ) – Water Tank SPT&A (ЗИП) – Spare Parts, Tools and Accessories EMBP (ЗЭМ) – Experimental Machinebuilding Plant ID (ИД) – Input Data SC (КА) – Spacecraft IST (КВИ) – Inspection-Sampling Tests AU (КГЧ) – Ascent Unit DDT (КДИ) – Design-Development Tests CE (КИА) – Checkout Equipment MTS (КИС) – Monitoring and Testing Station CTE (КПА) – Checkout/Testing Equipment KPI (КПЭ) – Key Performance Indicators SRC (КРК) – Space Rocket Complex SS (КС) – Space Station FT (ЛИ) – Flight Tests FDT (ЛКИ) – Flight-Development Tests SE (КЭ) – Space Experiment MRM (МИМ) – Mini-Research Module ISS (МКС) – International Space Station MIGS (МНКПОИ)

–Mobile Image Ground Segment

SE (НА) – Scientific Equipment GMCS (НИКУ) – Ground Measurement Control System GTE (НИО) – Ground Test Equipment R&D (НИОКР) – Research & Development RW (НИР) – Research Work GCC (НКУ) – Ground Control Complex STC (НТЦ) – Scientific-Technical Center SPM (НЭМ) – Scientific Power Module UGB (ОГБ) – United Gas Bottle Orbiter (ОК) – Orbiter RCC (ОКД) – Refueling Components Compartment DW (ОКР) – Development Work PT (ПИ) – Periodic Tests SW (ПО) – Software PA (ПО) – Production Association POP (ПОИ) – Prosthetic-Orthopedic Products

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CGSSW (ПОНКУ)

– Control Ground Segment Software

PT (ПИ) – Predelivery Tests AC (ПСИ) – Acceptance Tests NG MTV (ПТК НП)

– New Generation Manned Transport Vehicle

US (РБ) – Upper Stage RE (РД) – Rocket Engine WDD (РКД) – Working Design Documentation RSC (РКК) – Rocket-Space Corporation ILV (РКН) – Integrated Launch Vehicle RST (РКТ) – Rocket-Space Technology LV (РН) – Launch Vehicle RS (РС) – Russian Segment SA (СБ) – Solar Arrays LSS (СЖО) – Life Support System LC (СК) – Launch Complex SM (СМ) – Service Module FIGS (СНКПОИ)

– Fixed Image Ground Segment

LP (СП) – Launch Platform FCPP (СУТЭ) – Fuel Cell-based Power Plant C (СЧ) – Components TI (ТИ) – Thermal Insulation TPA (THA) – Turbine-Pump Assembly TC (ТК) – Technical Complex TD (ТР) – Technical Decision TPM (ТЭМ) – Transport-Power Module DTC (УПЦ) – Design-Training Center UWS (УРМ) – Universal Work Station UECIW (УЭХК)

– Ural Electrochemical Integrated Works

FGB (ФГБ) – Functional Cargo Block SMS (ЦУКС) – System Management Segment DTD (ЧТД) – Drawing-Technical Documentation OD (ЭД) – Operational Documentation PC (ЭО) – Prime Crew PD (ЭП) – Preliminary Design EEEP (ЭРИ) – Electric, Electronic and Electromechanic Parts

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1. CORPORATION BACKGROUND

Full firm’s name: Открытое акционерное общество «Ракетно-космическая корпорация «Энергия» имени С.П. Королёва» (hereinafter called “RSC Energia”, “the Corporation”, “the Joint Stock Company”, “the Issuer” or “the Enterprise”).

Shortened firm’s name: ОАО «РКК «Энергия». Full firm’s name in English: «S.P. Korolev Rocket and Space Public Corporation Energia». Shortened firm’s name in English: RSC Energia. Date of incorporation: June 6, 1994. Certificate of State Registration number: 1430. State Agency for registering legal entities: Municipal Administration of Kaliningrad city,

Moscow Region. Date of being entered in the Unified State Register of Legal Persons: Date of being entered: October 21, 2002. Main State Registration Number (MSRN):

1025002032538 as of 21.10.2002. Registration Agency: Inter district Inspectorate of Federal Taxation Service No 2, Moscow

Region. Certificate of being entered in the Unified State Register of Legal Persons with respect to the

legal person incorporated till July 1, 2002; series 50 No 02516454; issued by the Interdistrict Inspectorate of Federal Taxation Service No 2, Moscow Region.

Taxpayer Identification Number: 5018033937. Place of business and mailing address: 4A, Lenin Street, Korolev city, Moscow Region,

141010 RF. Contact phone: (495) 513-72-48. Fax: (495) 513-86-20, (495) 513-88-70. Corporation e-mail: [email protected]. Corporation web site: http://www.energia.ru. Core activities: research and development in natural and engineering sciences, development,

manufacture and ensured operational use of manned space systems, unmanned space systems, rocket systems.

Information about being included in the list of strategic enterprises and joint stock companies: By Russian Federation President’s Decree No 1009 of 04.08.2004 “On Approval of the List of Strategic Enterprises and Joint Stock Companies”, RSC Energia was included in the List of Strategic Enterprises and Joint Stock Companies in compliance with the Decree’s requirement for the public corporations whose shares are in Federal ownership and managed with the participation of the Russian Federation state which ensures strategic interests, defense capability and state security; protection of morals, health, rights and legal interests of the Russian Federation citizens.

The Corporation regular staff number is 8 381 employees as of 31.12.2011. The holder of the shareholders’ register of S.P. Korolev Rocket and Space Public

Corporation Energia is the private corporation «Specialized Registrar – Holder of Gas Industry Shareholders’ Register” (ZAO SR-DRAGa) in the person of ZAO SR-DRAGA branch in the city of Korolev.

License No 10-000-1-00291 issued on December 26, 2003 by the Federal Securities Market Commission of the Russian Federation with no validity period limitation.

Register location: 71/32, Novocheryomushkinskaya Street, Moscow, Russian Federation, 117420.

Branch address: 4A Tsiolkovsky Street, the city of Korolev, Moscow Region, Russia, 141070.

Charter capital size: 1,123,734,000 rubles. Total number of shares: 1 123 734 Number of common shares: 1 123 734 Nominal value of common shares: 1,000 rubles.

http://www.energia.ru/

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State registration number of common shares issue and their state registration date: 1-03-01091-А of 30.12.1998.

The number of the Corporation shares in the Russian Federation ownership: 429 497. The Russian Federation share in the Charter Capital: 38,22052%. The Joint Stock Company shareholders whose share in the Charter capital is more than 2%

(as of 31.12.2011): - The Russian Federation in the person of the Federal Agency for Federal Property

Management owns – 429 497 shares (38,22052%); - Non-bank Credit Organization Closed Corporation “National Settlement Depositary”

(nominal holder) – 288 400 shares (25,6644%); - OOO Investment Company “Razvitiye” – 194 625 shares (17,3195%); -– Closed Corporation “Depositary-Clearing Company” (nominal holder) - 50 250 shares

(4,47170%); - Closed Corporation «Experimental Machine-building Plant of S.P. Korolev Rocket and

Space Corporation Energia” – 35 428 shares (3,1527%); - Availability of special right for the Russian Federation to take part in the Corporation

management (“golden share”): the above right is not foreseen. The Joint Stock Company auditor full name and address: The Corporation auditor since 2008 is Limited Liability Company “COSMOS-AUDIT”

(OOO “COSMOS AUDIT”). Address: 17B Butlerov Street, Moscow, 117342. Тel./Fax: (495) 730-41-14 E-mail address: [email protected] Due to change in the legislation, upon expiration of the term of license validity, it was never

resumed; therefore, OOO “COSMOS AUDIT” joined self-regulatory organization of auditors – Non-profit partnership ‘Moscow Audit Chamber’ (NP Mo AC).

Location of NP Mo AC: blg 2/8, Petrovsky pereulok, Moscow, Russia 107031. Phone: (495) 694-01-08, (495) 694-01-56. Fax: (495) 609-00-52 E-mail address: [email protected] Entry about the auditors from OOO “COSMOS AUDIT” membership in NP Mo AC is made

in the Register of auditors and auditing organizations of self-regulatory audits’ organization NP Mo AC as of December 28, 2009 under the Main Registration Entry Number (MREN) 10203000467.

Information about NP Mo AC (MSRN 1027739244015) is entered in State Register of Self-Regulatory Auditors’ Organizations based upon RF Ministry of Finance Order No. 578 as of 26.11.2009.

2. INFORMATION ABOUT CONDUCTING THE CORPORATION GENERAL SHAREHOLDERS MEETINGS

In 2011, annual general shareholders’ Meeting and extraordinary general shareholders meeting were held at RSC Energia.

Annual General Shareholders’ Meeting of Public Corporation S.P. Korolev Rocket and Space Corporation Energia was conducted with attendance of all shareholders to discuss agenda items and take decisions on the issues put to the vote with preliminary distribution (handing in) of voting ballots ahead of conducting annual general shareholders’ meeting.

The following items for discussion and voting were placed on the agenda of Annual General Meeting conducted on June 25, 2011 with all the shareholders attending the event (Minutes No. 22 of June 28, 2011):

1. Approval of the Corporation Annual Report for 2010.

2. Approval of Annual Financial Statements, including Profit and Loss Statements (profit-and-loss accounts) of the Corporation.

mailto:[email protected]

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3. Approval of the Corporation Profit Distribution by the 2010 performance.

4. On dividends size, dates and payment forms by the 2010 performance.

5. Approval of the Corporation Auditor for 2011.

6. Approval of the Corporation Board of Directors’ proposals for amounts of remuneration with respect to the Board of Directors members – non-governmental employees.

7. Election of the Corporation Board of Directors’ members.

8. Election of the Corporation Auditing Committee members.

9. Taking decision on approval of interested-party transactions between the Corporation and ZAO ZEM RSC Energia which can be effected in future, within the period till the next annual general shareholders’ meeting during routine business activity being conducted by the Corporation.

10. On Corporation joining self-regulatory organizations of builders and auditors.

11. On making changes to the Corporation Articles of Association.

Resolutions adopted at the Annual General Shareholders’ Meeting on June 25, 2011:

1. Approve the Corporation Annual Report for 2010.

2. Approve Annual Financial Statements, including Profit and Loss Statements (profit-and-loss accounts) of the Corporation.

3. Approve the Corporation Board of Directors’ proposals for the Corporation Profit Distribution by the 2010 performance at the rate of 437259 thousand rubles in the following way:

- direct 112373,4 thousand rubles for payment of dividends which amount to 25,37% of net profit volume;

- direct 52552,1 thousand rubles to reserve fund which make up 12% of net profit volume completing thereby creation of the reserve fund;

- direct 267583,5 thousand rubles to investment fund, which amount to 61,2% of net profit volume;

- direct for payment of remuneration by the Corporation performance in 2010 to the Board of Directors’ members – 4 million 560 thousand rubles, the Auditing Committee members – 190 thousand rubles, with a total amount of 4 million 750 thousand rubles which makes up 1,1% of net profit volume.

4. Approve the Corporation Board of Directors’ proposals for size, dates and form of dividend payment by the 2010 performance:

Direct 112373,4 thousand rubles for dividend payment. Approve the following size, dates and form of dividend payment: • dividends size is 100 (one hundred) rubles per common share; • dividends payment due date is till August 24, 2011; • form of dividends payment:

- to legal persons: by transfer to legal person settlement account; - to natural persons who are not regular employees of RSC Energia and RSC Energia

ZAO ZEM: via mail transfers; - to natural persons who are on the staff of RSC Energia and RSC Energia ZAO ZEM: via

payments being included in wages/salary.

5. Approve OOO COSMOS-AUDIT, the winner of an open contest for selecting auditing organizations for making statutory annual audit, as the Corporation Auditor for 2011.

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6. Approve the Corporation Board of Director’s proposal for sizes of remuneration for the Board of Directors’ members:

Pay remuneration to the Corporation Board of Directors’ members by the 2010 performance for the total amount of 4 million 560 thousand rubles by its allocation in the following way:

1. A.G. Gavrilenko – 960 thousand rubles (Chairman of the Personnel and Remuneration Committee)

2. S.A. Bushmakin – 960 thousand rubles (Chairman of the Auditing Committee)

3. A.B. Zhuravlev – 880 thousand rubles (Member of the Personnel and Remuneration Committee)

4. N.I. Zelenschikov – 880 thousand rubles (Member of the Personnel and Remuneration Committee)

5. A.F. Strekalov – 880 thousand rubles (Member of the Personnel and Remuneration Committee)

No remuneration shall be paid to the Board of Directors’ members who are government officials, as well as the Corporation President.

7. Elect the Corporation Board of Directors with the following membership: 1. Alexandr Dmitrievich Beglov 2. Sergei Alexandrovich Bushmakin 3. Anatoliy Grigorievich Gavrilenko 4. Viktor Yevgenievich Grigoriev 5. Vitaly Anatolievich Davydov 6. Nikolai Ivanovich Zelenschikov 7. Andrei Nikolayevich Klepach 8. Alexei Borisovich Krasnov 9. Vitaly Alexandrovich Lopota 10. Gleb Sergeyevich Nikitin 11. Alexandr Fyodorovich Strekalov

8. Elect the Corporation Auditing Committee with the following membership:

1. Alexandr Ivanovich Barbashin 2. Sergei Anatolievich Barinov 3. Ludmila Valerievna Yeliseeva 4. Vasiliy Sergeyevich Yemelyanov 5. Mikhail Nikolayevich Petrov 6. Oleg Yurievich Pleshakov 7. Yekaterina Pavlovna Polezhaeva 8. Anatoly Mikhailovich Solonin 9. Svetlana Vladimirovna Soloschenko

9. Approve interested-party transaction between the Corporation and RSC Energia ZAO ZEM, which can be effected in future, within the period till the next annual general shareholders’ meeting, during the Corporation routine business activity, for the amount of no more than 20000 million rubles.

10. On the Corporation joining self-regulatory organizations of builders and designers. 10.1 Approve the Corporation joining self-regulatory organization Non-Profit Partnership “Stroykonsolidatsia”. 10.2 Approve the Corporation joining self-regulatory organization Non-Profit Partnership “National Designers Organization”. 11. Make changes to the Corporation Articles of Association.

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Extraordinary General Shareholders’ Meeting of Public Corporation S.P. Korolev Rocket and Space Corporation Energia was conducted with attendance of all shareholders to discuss agenda items and take decisions on the issues put to the vote, with preliminary distribution (handing in) of voting ballots ahead of conducting extraordinary general shareholders’ meeting.

Place the following items for discussion and voting on the agenda of extraordinary general meeting with attendance of all shareholders which was held on October 15, 2011 (Minutes No. 23 of 18.10.2011):

1. On early termination of RSC Energia Board of Directors’ authority. 2. On election of RSC Energia Board of Directors’ members. Resolutions adopted by Extraordinary General Shareholders’ Meeting on October 15,

2011: 1. On early termination of RSC Energia Board of Directors authority: “Terminate ahead of time authority of RSC Energia Board of Directors’ members”. 2. On election of RSC Energia Board of Directors’ members. “Elect RSC Energia board of directors in the following membership: 1. Sergei Alexandrovich Bushmakin 2. Anatoliy Grigorievich Gavrilenko 3. Viktor Yevgenievich Grigoriev 4. Vitaly Anatolievich Davydov 5. Nikolai Ivanovich Zelenschikov 6. Andrei Nikolayevich Klepach 7. Mikhail Valentinovich Kovalchuk 8. Alexei Borisovich Krasnov 9. Vitaly Alexandrovich Lopota 10. Gleb Sergeyevich Nikitin 11. Alexandr Fyodorovich Strekalov

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3. BACKGROUND INFORMATION ON THE CORPORATION BOARD OF DIRECTORS

RSC Energia Board of Directors membership from June 19, 2010 through

June 25, 2011

Chairman of the Board of Directors Alexandr Dmitrievich Beglov Deputy Chairman of the Board of Directors Vitaly Anatolievich Davydov Anatoly Grigorievich Gavrilenko

Sergey Alexandrovich Bushmakin Nikolai Ivanovich Zelenschikov Andrei Borisovich Zhuravlev Andrei Nikolayevich Klepach Vitaly Alexandrovich Lopota Gleb Sergeevich Nikitin Vladimir Alexandrovich Popovkin Alexandr Fyodorovich Strekalov

Board of Directors membership from June 25 through October 15, 2011

Chairman of the Board of Directors Alexandr Dmitrievich Beglov Deputy Chairman of the Board of Directors Vitaly Anatolievich Davydov Sergei Alexandrovich Bushmakin

Anatoly Grigorievich Gavrilenko Viktor Yevgenievich Grigoriev Nikolai Ivanovich Zelenschikov Andrei Nikolayevich Klepach Alexei Borisovich Krasnov Vitaly Alexandrovich Lopota Gleb Sergeevich Nikitin Alexandr Fyodorovich Strekalov

Board of Directors membership from October 15, 2011 up to now

Deputy Chairman of the Board of Directors Chairman of the Board of Directors

Sergei Alexandrovich Bushmakin Anatoly Grigorievich Gavrilenko Viktor Yevgenievich Grigoriev Vitaly Anatolievich Davydov Nikolai Ivanovich Zelenschikov Andrei Nikolayevich Klepach Mikhail Valentinovich Kovalchuk Alexei Borisovich Krasnov Vitaly Alexandrovich Lopota Gleb Sergeevich Nikitin Alexandr Fyodorovich Strekalov

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Background information about the persons who were the members of RSC Energia Board of Directors in 2011

Alexandr Dmitrievich Beglov

Date of birth: 1956, Education: higher education, Candidate of Science (Engineering) All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined:

Period Name of organization Position from till

2004 2008 Russian Federation President Control Department.

Russian Federation Presidential Aide – Head of the Russian Federation President Control Department.

2008 15.10.2011* Russian Federation President Administration

Deputy Head

*authority termination date in the Corporation Board of Directors, the Corporation has no information about his further employment. Participating interest in the issuer Charter capital/no common shares in possession.

Sergei Alexandrovich Bushmakin

Date of birth: 1970 Education: higher education. All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined:

Period Name of organization Position from up

2005 to now Non-governmental Pension Fund (NPF) Gazfond

Vice-President

2005 to now NPF Gazprombankfond President (as other job combined) Participating interest in the issuer Charter capital/no common shares in possession.

Anatoly Grigorievich Gavrilenko



1999 2009 ZAO Alor Invest Deputy General Director 2000 2009 ZAO Alor Invest Chairman of the Board of Directors 2007 up to now Alor Group Chairman of Supervisory Board Participating interest in the issuer Charter capital/no common shares in possession.

Vitaly Anatolievich Davydov

Date of birth: 1953 Education: higher military-technical education. All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined:

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2006 2008 Federal Space Agency Deputy Head 2008 up to now Federal Space Agency State Secretary – Deputy Head Participating interest in the issuer Charter capital/no common shares in possession.

Andrei Borisovich Zhuravlev



2004 2007 FSUE “Public Corporation on OrVD”

Deputy Director in charge of Economics and Finance; Head of Budget and Finance Department

2007 2008 ZAO “Leader” Lead analyst 2008 25.06.2011* ZAO “Leader” Deputy Director in charge of

investments 2008 25.06.2011* OAO “Petroport-concession” General Director (as the job

combined) *) Date of authority termination in the Corporation Board of Directors; the Corporation has no information about his further employment. Participating interest in the issuer Charter capital/no common shares in possession.

Nikolai Ivanovich Zelenschikov



12.2004 03.2007 RSC Energia after S.P. Korolev

First Vice-President, first Deputy General Designer and first Deputy Head of Prime Design Bureau

03.2007 06.2007 FSUE “Center for Ground Space Infrastructure Objects Operation’ (TsEHKI)

Deputy Head of Division


First Vice-President, first Deputy General Designer

08.2007 02.2009 RSC Energia First Vice-President, first Deputy General Designer and first Deputy Head of PDB

02.2009 up to now RSC Energia First Vice-President, first Deputy General Designer

Participating interest in the issuer Charter capital: 0,00089%. Person’s share in the issuer common stock ownership: 0,00089%.

Andrei Nikolaevich Klepach

Date of birth: 1959 Education: higher education, Candidate of Science (Economics)

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All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined:


2004 2008 Russian Federation Ministry of Economic Development and Trade

Director of Macroeconomic Forecasting Department

2008 up to now Russian Federation Ministry of Economic Development and Trade

Deputy Minister, Russian Federation Ministry of Economic Development

Participating interest in the issuer Charter capital/no common shares in possession. Vitaly Alexandrovich Lopota

Date of birth: 1950 Education: professional after graduating from higher educational establishment; Doctor of Science (Engineering); the RAS corresponding member, professor. All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined:

Period Name of organization Position from up to

11.1981 now Saint-Petersburg State Polytechnical Institute

Professor, holding the chair (combined with the main job)

1991 07.2007 Government scientific institution “Central Research and Development Institute for Robotics and Engineering Cybernetics”:

Director-Chief Designer

08.2007 12.2009 Government scientific institution “Central Research and Development Institute for Robotics and Engineering Cybernetics”:

Director-Chief Designer (combined with the main job)

12.2009 up to now Government scientific institution “Central Research and Development Institute for Robotics and Engineering Cybernetics”:

Scientific advisor - General Designer (combined with the main job)

07.2007 up to now RSC Energia Corporation President, General Designer

Participating interest in the issuer Charter capital: 0,00961% Person’s share in the issuer common stock ownership: 0,00961%

Gleb Sergeevich Nikitin

Date of birth: 1977 Education: higher education, Candidate of Science (Economics) All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined:

Period Name of organization Position From till

05.2004 11.2007 Federal Agency for Federal Property Management

Head of Profit Organizations Property Department

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11.2007 07.2008 Federal Agency for Federal Property Management

Deputy Head

07.2008 up to now Federal Agency for Federal Property Management

Deputy Head

26.12.2011 up to now Federal Agency for Federal Property Management

Acting Head

Participating interest in the issuer Charter capital/no common shares in possession. Vladimir Alexandrovich Popovkin

Date of birth: 1957 Education: higher education, Candidate of Science (Engineering) All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined:


03.2004 07.2008 Russian Federation Armed Forces

Commander-in-chief of the Russian Federation Armed Space Forces

2008 06.2010 Russian Federation Defense Ministry

Head of Weapons of the Russian Federation Armed Forces, Deputy Minister of Defense of the Russian Federation. General of the Army

06.2010 04.2011 Russian Federation Defense Ministry

First Deputy Defense Minister of the RF

04.2011 25.06.2011* Federal Space Agency Head *) Date of authority termination in the Corporation Board of Directors; the Corporation has no information about his further employment. Participating interest in the issuer Charter capital/no common shares in possession.

Alexandr Fyodorovich Strekalov

Date of birth: 1948 Education: professional upon graduation from higher educational establishment, Candidate of Science (Engineering). All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined:

Period Name of organization Position From up

07.1999 to now RSC Energia First Vice-President of the Corporation (as the job combined with the main activity)

02.1999 06.2006 ZAO ZEM RSC Energia Director 06.2006 06.2007 ZAO ZEM RSC Energia General Director 06.2007 07.2007 RSC Energia after S.P.

Korolev, ZAO ZEM RSC Energia

Acting President of the Corporation, General Director of ZAO ZEM RSC Energia

07.2007 up to now ZAO ZEM RSC Energia General Director Participating interest in the issuer Charter capital: 0,02527%. Person’s share in the issuer common stock ownership: 0,02527%.

Viktor Yevgenievich Grigoriev Date of birth: 1959 Education: higher

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All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined:


15.11.2005 23.04.2007 OAO OPK OBORONPROM Helicopter Program Manager-First Deputy GD

24.04.2007 09.07.2007 OAO OPK OBORONPROM Deputy GD in charge of Foreign Economic Activity

10.07.2008 31.01.2008 OAO Helicopter Service Company

General Director

02.02.2008 02.06.2008 OOO Invest-Engineering Executive Director 03.06.2008 04.06.2009 OOO Invest-Engineering General Director 20.05.2011 up to now OAO National Space Bank President Participating interest in the issuer Charter capital/no common shares in possession.

Alexei Borisovich Krasnow Date of birth: 1959 Education: higher All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined:


2004 to now Federal Space Agency Head of Office Participating interest in the issuer Charter capital/no common shares in possession.

Mikhail Valentinovich Kovalchuk

Date of birth: 1946 Education: higher, Doctor of Science (Physics and Mathematics), RAS corresponding member, professor. All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined:


1998 to now Russian Academy of Sciences “RAS Institute for Crystallography after A.V. Shubnikov”

Director

2005 up to now Federal State Budget-Funded Entity “National Research Center “Kurchatovsky Institute”

Director (as the job combined with the main activity)

Participating interest in the issuer Charter capital/no common shares in possession.

Meetings of Ad Hoc Committees set up at RSC Energia Board of Directors in an accounting year

In 2011 three meetings of Ad Hoc Committees at RSC Energia Board of Directors were held. Committee on Audit meeting held on 19.04.2011; Minutes No. 1, dated 19.04.2011 Agenda items and resolutions adopted on them: Considering the issue of holding a contest for selection of an auditor required to conduct

mandatory annual audit of RSC Energia for 2001.

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The resolution adopted: Take note of the submitted contest documentation on the procedure for a contest selecting

auditing organization required to conduct mandatory annual audit of S.P. Korolev Rocket and Space Public Corporation Energia for 2011 and recognize it as complying with the RF active legislation requirements.

Take note of information about the 20.04.2011 contest held. Charge the secretary of the Committee on Audit T.V. Fyodorova to provide the Committee members with final documents on the contest results.

Meeting of the Committee on Personnel and Remuneration held on 06.04.2011, Minutes No. 1, dated 08.04.2011.

Agenda items and resolutions adopted on them: Recommendations to annual General Shareholders’ Meeting on size of remuneration for the

Board of Director and Auditing Committee members. The resolution adopted: Guided by Federal Property Management Agency recommendations (ref. No GN-13/3802

dated 15.02.2011, ref. No. GN-13/25630 dated 13.10.2009), place for consideration of the Corporation Board of Directors the following proposals to pay remuneration to the Board of Directors and Auditing Committee members:

- Pay remuneration to the Corporation Board of Directors members who are not government employees (except for the Corporation President) by the 2010 performance results for the total amount of 4 million 560 thousand rubles distributed in the following way:

1. A.G. Gavrilenko – 960 thousand rubles (Chairman of the Committee on Personnel and Remuneration)

2. S.A. Bushmakin – 960 thousand rubles (Chairman of the Committee on Audit)

3. A.B. Zhuravlev – 880 thousand rubles (member of the Committee on Personnel and Remuneration)

4. N.I. Zelenschikov – 880 thousand rubles (member of the Committee on Personnel and Remuneration)

5. A.F. Strekalov – 880 thousand rubles (member of the Committee on Audit) - Pay remuneration to the Corporation Auditing Committee members who are not

government employees by the 2010 performance results for the total amount of 190 thousand rubles distributed in the following way:

1. L.V. Yeliseeva – 60 thousand rubles; 2. M.N. Petrov – 70 thousand rubles (Chairman of the Auditing Committee); 3. Y.P. Polezhaeva – 60 thousand rubles.

Meeting of the Committee on Personnel and Remuneration held on 15.11.2011, Minutes No.1, dated 15.11.2011.

Agenda items and resolutions adopted on them: Drawing up the proposals for Federal Property Management Agency concerning nominating

candidates to RSC Energia managerial and control bodies as the Russian Federation representatives (review of Federal Property Management Agency fax No. GN-15/34140 dated 09.11.2011).

The resolution adopted: 1. The following candidates to be nominated to RSC Energia Board of Directors as the

Russian Federation representatives are proposed: 1. Vitaly Anatolievich Davydov, State Secretary, Deputy Head of Roscosmos; 2. Andrei Nikolayevich Klepach, Deputy Minister of the RF Economic Development; 3. Mikhail Valentinovich Kovalchuk, Director of Russian Academy of Sciences (RAS)

Institute of Crystallography after A.V. Shubnikov;

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4. Alexei Borisovich Krasnov, Head of Roscosmos Office; 5. Vitaly Alexandrovich Lopota; President, General Designer of RSC Energia; 6. Gleb Sergeevich Nikitin, Deputy Head of Federal Property Management Agency. Note that the abovementioned candidates were the Corporation Board of Directors members

during current year. Their activity as the Board of Directors members is assessed positively. 2. The following candidates are proposed for nomination to RSC Energia Auditing

Committee as the Russian Federation representatives: 1. Alexandr Ivanovich Barabashin, Head of Department of Roscosmos Administration; 2. Sergei Anatolievich Barinov, Head of Department of Federal Property Management

Agency Administration; 3. Vasiliy Sergeevich Yemelyanov, Deputy Head of Department, Federal Property

Management Agency; 4. Oleg Yurievich Pleshakov, Head of Department of Roscosmos Administraion. 5. Anatoly Mikhailovich Solonin, Head of Department of Roscosmos Administration. 3. For nomination to an office of single-member executive body of management, the

President of RSC Energia, candidacy of Vitaly Alexandrovich Lopota, the President of RSC Energia, is proposed.

Board of Directors’ Meetings in an accounting year In 2011, 14 meetings of the Corporation Board of Directors were held, including 6 meetings

of the Board of Directors elected on 19.06.2010, 5 meetings of the Board of Directors elected on 25.06.2011 and 3 meetings of the Board of Directors elected on 15.10.2011.

The 09.02.2011 Meeting, Minutes No. 7 dated 11.02.2011 Agenda items and resolutions adopted on them: 1. On approval of the Corporation Work Program for 2011 The resolution adopted: Approve RSC Energia Work Program for 2011 2. On preparation of the Corporation annual general shareholders’ meeting: 2.1. Review of the proposals submitted for the Agenda of annual shareholders’ meeting and

candidates to be nominated to the Board of Directors and Auditing Committee. The resolution adopted: Take into consideration the proposals concerning the Agenda of annual general shareholders’

meeting of the Corporation submitted by the shareholders of Corporation OOO IK Razvitiye, ZAO ZEM RSC Energia, Company Quorum Fund Limited, Federal Property Management Agency and ZAO Leader, as well as the proposals for nomination of the candidates to the Board of Directors and Auditing Committee of the Corporation as complying with the requirements set forth in the Corporation Articles of Association, Federal Law “On Joint Stock Companies” and other legal acts.

2.2. Approval of the List of candidates for election to the Board of Directors The resolution adopted: Approve the List of candidates proposed by the Corporation shareholders (OOO IK Razvitiye

as the owner of 17,319% of the Corporation voting shares; ZAO ZEM RSC Energia as the owner of 3,153% of the Corporation voting shares; Company Quorum Fund Limited as the owner of 2,269% of the Corporation voting shares; Federal Property Management Agency as the owner of 38,221% of the Corporation voting shares; ZAO Leader as an entrusted administrator of the 12,406% of the Corporation voting shares) for election to the Board of Directors at an annual general shareholders’ meeting of the Corporation. The List of candidates has the following composition:

1. Mikhail Vladimirovich Armyakov 2. Alexandr Dmitrievich Beglov 3. Sergei Alexandrovich Bushmakin 4. Anatoly Grigorievich Gavrilenko 5. Vitaly Anatolievich Davydov 6. Viktor Yevgenievich Grigoriev

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7. Andrei Borisovich Zhuravlev 8. Nikolai Ivanovich Zelenschikov 9. Sergei Mikhailovich Kerber 10. Andrei Nikolayevich Klepach 11. Alexei Borisovich Krasnov 12. Vitaly Alexandrovich Lopota 13. Yevgeniy Anatolievich Mikrin 14. Gleb Sergeevich Nikitin 15. Vladimir Alexandrovich Popovkin 16. Nikolay Alexeevich Syomin 17. Vladimir Alexeevich Solovyov 18. Alexandr Fyodorovich Strekalov 19. Dmitry Yurievich Tushunov

2.3. Approval of the List of candidates for election to the Auditing Committee The resolution adopted: Approve the List of candidates proposed by the Corporation shareholders (OOO IK

Razvitiye as the owner of 17,319% of the Corporation voting shares; ZAO ZEM RSC Energia as the owner of 3,153% of the Corporation voting shares; Federal Property Management Agency as the owner of 38,221% of RSC Energia voting shares; ZAO Leader as the entrusted administrator of 12,406% of the Corporation voting shares) for election to the Auditing Committee at the Corporation annual general shareholders’ meeting. The List of candidates has the following composition:

1. Olga Yefimovna Antikol 2. Alexandr Ivanovich Barabashin 3. Sergey Anatolievich Barinov 4. Ludmila Valerievna Yeliseeva 5. Vasiliy Sergeevich Yemelyanov 6. Marya Yurievna Kiseleva 7. Ilnur Marsovich Murkaev 8. Mikhail Nikolayevich Petrov 9. Oleg Yurievich Pleshakov 10. Yekaterina Pavlovna Polezhaeva 11. Anatoly Mikhailovich Solonin 12. Svetlana Vladimirovna Soloschenko

3. On the Corporation joining self-regulatory organizations of builders and designers. The resolution adopted: 3.1. Consider it advisable for the Corporation to join Self-Regulatory Organization Non-

Profit Partnership “Stroykonsolidatsia” and Self-Regulatory Organization Non-Profit Partnership “National Designers’ Organization”.

3.2. Put item “On the Corporation joining Self-Regulatory Organizations of Builders and Designers” on the Agenda of the Corporation annual general shareholders’ meeting.

4. On making changes to the Corporation Articles of Association The resolution adopted: 4.1. Approve attached draft of changes to the Corporation Articles of Association. 4.2. Put item “Making changes to the Corporation Articles of Association” on the Agenda of

the Corporation annual general shareholders’ meeting. 5. On approval of interested-party transactions. The resolution adopted: 5.1. Determine a total price of services (works) under Additional Agreement No. 4 to

Contract No 78/003-07 dated 01.03.2007 between the Contractor – RSC Energia and the Customer – OAO Consortium “Space Regatta” at the rate of 45 000,00 rubles.

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5.2. Approve the transaction between the Contractor – RSC Energia and the Customer – OAO Consortium “Space Regatta” under Additional Agreement No. 4 to Contract No. 78/003-07 dated 01.03.2007 for provision of services related to security arrangements according to in-house routine in order to ensure the Customer’s activity on RSC Energia premises at the price of 45000,00 rubles.

The 31.03.2011 Meeting as absentee voting, Minutes No. 8 dated 01.04.2011. Agenda items and resolutions adopted on them: 1. On contract performance under state defense order in 2010. The resolution adopted: Take note of information concerning implementation of the contracts under state defense

order in 2010. 2. On the transactions over 12 months of 2010 whose implementation comes within

competence of the Corporation President and Management, provided that an amount of such transactions (including several interrelated transactions) varies from 200 mln rubles to 2000 mln rubles (except for state contracts awarded by tender results).

The resolution adopted: Take note of information about the transactions over 12 months of 2010, the implementation

of which comes within competence of the Corporation President and Management. 3. On effecting the transactions approved by the Corporation Board of Directors in 2010. The resolution adopted: Take note of information about the effected transactions approved by the Corporation Board

of Directors in 2010. 4. On ensured information transparency of the Corporation procurement activities. The resolution adopted: 4.1. Charge the Corporation Management to proceed from the following need when

conducting procurement activities: – ensuring information transparency in purchase of goods, works, services by publication of

purchases information, including public mass media (including electronic mass media), to the extent that it is sufficient for potential purchasers, as well as prevention of discrimination and unwarranted restrictions on the number of purchasers;

– conducting procurement activities in electronic form, including electronic auction bidding for procurement accounting for 10%-20% of a total annual scope of the delivered goods, performed works, provided services, guided thereby, mainly, by the List of goods (works, services), placement of orders for deliveries whose fulfillment (supply) is effected via an auction.

4.2. Entrust the Corporation Management with the following: – to report on a quarterly basis to the Board of Directors on the Corporation procurement

activities results with due regard for the indicators characterizing, among other things, the number of the performed electronic auction biddings (of the total volume), percent of the achieved saving (on other procurement), percent of electronic auction biddings which failed to take place;

– prepare reports on half-yearly results of the Corporation procurement activities and forward them to the RF Ministry of Economic Development and Federal Antimonopoly Service (FAS) of Russia;

– make respective changes to the Provision on the Procedure for Material and Technical Resources Procurement via holding tenders approved by the Corporation President Order No. 133 dated 10.04.2008.

5. On approval of interested-party transactions. The resolutions adopted: 5.1. Determine an approximate price of services (works) under Contract No. 419-11 between

the Customer – RSC Energia and the Contractor – GNU TsNII RTK to the extent of 511696,80 rubles.

5.2. Approve the transaction between the Customer – RSC Energia and Contractor – GNU TsNII RTK under Contract No. 419-11 for DW: “Drawing the Conclusion. Taking part in the

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State Committee Tests and Work on Articles 11F732 No 231, No 702, No 232, No 703 on TC and LC with respect to Complex “Kaktus-2V ASP” at the price of 511 696,80 rubles.

6. On approval of initial (maximum) price of auditor services for holding contest to select auditing organization for conducting mandatory annual audit of the Corporation for 2011.

The resolution adopted: Approve an initial (maximum) price of auditor services for holding contest to select auditing

organization for conducting mandatory annual audit for 2011 to the extent of 1,700,000 rubles (with no VAT taken into account).

The 22.04.2011 Meeting, Minutes No. 9 dated 26.04.2011 Agenda items and the resolutions adopted on them: 1. Review of Draft Corporation Development Strategy for a short-term, medium-term and

long-term periods. The resolution adopted: Approve the principles of the Corporation Development Strategy for a short-term, medium-

term and long-term periods. 2. Review of the schedule for preparation and approval of the Corporation Innovative

Development Program. The resolution adopted: Approve the proposed schedule for preparation and approval of the Corporation Innovative

Development Program. 3. Preliminary approval of the Corporation Annual Report for 2010. The resolutions adopted: Approve (tentatively) the Corporation Annual Report for 2010 and put it forward for

approval at the Corporation annual general shareholders’ meeting. Approve the report on the results of the Corporation Work Program implementation for 2010. 4. Review of the Corporation annual bookkeeping reporting for 2010. The resolution adopted: Take note of annual bookkeeping reporting including profit and loss statement (profit-and-

loss account) and put it forward for approval, at the Corporation annual general shareholders’ meeting.

5. Review of preliminary proposals for profit distribution (including the recommendations on payment of dividends) by the 2010 performance.

The resolutions adopted: 5.1. Direct for dividends payment 112 373,4 thousand rubles (calculated on the basis of 100

(one hundred) rubles per common share) which make up 25,7% of net profit margin. 5.2. Direct 52552,1 thousand rubles to reserve fund which make up 12% of net profit margin. 5.3. Direct 267583,5 thousand rubles to investment fund which amount to 61,2% of net profit

margin. 5.4. Direct 4 mln 750 thousand rubles for payment of remuneration to the Board of Directors

and Auditing Committee members by the 2010 performance which total 1,1% of net profit margin. 5.5. Add item “Review of Proposals for Annual General Shareholders’ Meeting Concerning

Profit Distribution Procedure (including recommendations on dividends size, dates and method of payment) by the 2010 Performance” to Agenda of regular Board of Directors meeting (hold voting after the Directives to the Russian Federation interest representatives are made available).

The 10.05.2011 Meeting as absentee voting. Minutes No 10 dated 13.05.2011. Agenda items and resolutions adopted on them: 1. Approval of date, time, place and form of holding the Corporation Annual General

Shareholders’ Meeting. The resolution adopted: Call RSC Energia Annual General Shareholders’ Meeting on June 25, 2011 at 11 a.m.

(registration starts at 9 a.m.) at the Corporation conference hall as the joint attendance of

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shareholders to discuss the Agenda items and take decisions on the issues put to vote, with a preliminary forwarding (handing in) of voting ballots to shareholders prior to holding Annual General Shareholders’ Meeting.

2. Approval of the date of drawing up the List of persons entitled to take part in the Corporation Annual General Shareholders’ Meeting.

3. Approval of the Agenda of the Corporation Annual General Shareholders’ Meeting. The resolution adopted: Approve the Agenda of the Corporation Annual General Shareholders’ Meeting. 4. Approval of the Information (Materials) List to be granted to the shareholders during their

getting ready for holding the Corporation Annual General Shareholders’ Meeting and its submission procedure.

The resolutions adopted: 4.1. Approve the Information (Materials) List to be granted to shareholders during their

getting ready for the Corporation Annual General Shareholders’ Meeting. 4.2. Establish the procedure for Information (Materials) submission to the Corporation

shareholders within 30 days prior to the date of holding Annual General Shareholders’ Meeting. 5. Approve the Information leaflet form and text and Ballots for voting on the Agenda items

of the Corporation Annual General Shareholders’ Meeting. The resolutions adopted: Approve the form and text: - of Information leaflet for sending (handing in) to shareholders simultaneously with the

ballots for a preliminary voting on the Agenda Items of the Corporation Annual General Shareholders’ Meeting.

- of ballots Nos 1-5 for voting on the Agenda items of the Corporation Annual General Shareholders Meeting.

6. Approval of the proposals for Annual General Shareholders’ Meeting concerning profit distribution procedure (including the recommendations on size, dates and form of dividends payment) in the Corporation by the 2010 performance.

The resolutions adopted: Distribute net profit to the extent of 437 259 thousand rubles in the following way: 6.1. Direct 112 373,4 thousand rubles for dividend payment on common shares which make

up 25,7% of net profit margin. Approve the following size, dates and form of dividends payment:

• size of dividend is 100 (one hundred) rubles per common share; • dividends due date is till August 24, 2011; • form of dividends payment:

- to legal persons – via transfer of funds to legal person settlement account; - to natural persons who are not regular employees of RSC Energia and ZAO ZEM of RSC

Energia – via transfer by mail; - to natural persons who are regular employees of RSC Energia and ZAO ZEM of RSC

Energia – via inclusion of payment in wages and salaries. 6.2. Direct 52 552,1 thousand rubles to reserve fund which make up 12% of net profit

margin. 6.3. Direct 267 583,5 thousand rubles to investment fund which amount to 61,2% of net

profit margin. 6.4. Direct for payment of remuneration to the Board of Directors members 4 mln 560

thousand rubles, to the Auditing Committee – 190 thousand rubles, all in all, for the amount of 4 mln 750 thousand rubles which come to 1,1% of net profit margin.

7. Approval of the recommendations for Annual General Shareholders’ Meeting on amount of remuneration to the Board of Directors’ members and Auditing Committee members by the Corporation performance in 2010.

The resolutions adopted: 7.1. Recommend the Corporation Annual General.

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Shareholders’ Meeting to adopt the resolution on payment of remuneration to the Corporation Board of Directors members who are not government officials (except for the Corporation President) by the Corporation performance in 2010 for the total amount of 4 mln 560 thousand rubles by its breaking down in the following way:

1. A.G. Gavrilenko – 960 thousand rubles (Chairman of the Committee on Personnel and Remuneration);

2. S.A. Bushmakin – 960 thousand rubles (Chairman of the Committee on Audit) 3. A.B. Zhuravlev – 880 thousand rubles (member of Committee on Personnel and

Remuneration) 4. N.I. Zelenschikov – 880 thousand rubles (member of the Committee on Personnel and

Remuneration); 5. A.F. Strekalov – 880 thousand rubles (member of the Committee on Audit). 7.2. Recommend the Corporation Annual General Shareholders’ Meeting to adopt the

resolution on payment of remuneration by the Corporation performance in 2010 to the Auditing Committee members who are not government officials for the total amount of 190 thousand rubles. Break down remuneration to the Auditing Committee members in the following way:

1. L.V. Yeliseeva –60 thousand rubles 2. M.N. Petrov – 70 thousand rubles (Chairman of the Auditing Committee). 3. Y.P. Polezhaeva – 60 thousand rubles. The 26.05.2011 Meeting, Minutes No 11 dated 31.05.2011 Agenda items and resolutions adopted on them: 1. Review of the Corporation performance for quarter I, 2011. Financial-economic standing

of the Corporation, including comparative dynamics of accounts receivable and payable indices. The resolution adopted: Approve the Report on the Corporation performance for quarter I, 2011. 2. Review of the report (information) on the transactions for quarter I, 2011, making of which

are within the limits of the President and Corporation Management competence, provided that amounts of the transactions like that (including several interrelated transactions) vary from 200 mln rubles to 2000 mln rubles (except for the state contracts awarded by the tender results).

The resolution adopted: Take note of the information about the transactions for quarter I, 2011, making of which are

within the limits of the President and Corporation Management competence and amounts of which vary from 200 mln rubles to 2000 mln rubles (except for the state contracts awarded by the tender results).

3. Hearing of information about external auditor candidacy for 2011 and determining auditor services payment based upon the contest results.

The resolutions adopted: 3.1. Take note of the information about the Corporation auditor candidacy for 2011-

OOO COSMOS-AUDIT, the winner of an open contest selecting auditing organizations for conducting compulsory annual audit.

3.2. Determine amount of payment of auditor services as the amount indicated in the competitive bid – 413 472 rubles (including VAT).

4. On ensured implementation of the recommendations concerning improvement of the Corporation employees incentive scheme.

The resolutions adopted: Having discussed information about the wage system existing in the Corporation, ways of its

improvement (in accordance with Letter from Federal Property Management Agency No GN-13-3802 dated 15.02.2011):

4.1. Entrust the Committee on Personnel and Remuneration with performance of an analysis of the wage system existing in the Corporation for employees (including those employees who hold leading positions) for its compliance with common approach to unification of wage systems;

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generation of recommendations on optimization of the above wage system and making changes to effective local normative acts regulating payment for work in the Corporation.

4.2. Entrust the Corporation executive bodies (with due regard for the Committee on Personnel and Remuneration recommendations) with updating the Provision on RSC Energia Employees Payment for Work and Material Incentives and submit it for review of the Board of Directors; in so doing, foresee where possible separate documents fixing the provisions on material incentives for the Corporation employees, key executives and the Board of Directors’ members.

5. On approval of interested-party transactions. The resolutions adopted: 5.1. Under additional Agreement No. 18 to Contract No 70/05 dated 01.12.2005 between the

Contractor – RSC Energia and the Customer –OOO International Space Services: 5.1.1. Determine price of services (works) to the extent of 2126 300,00 US dollars. 5.1.2. Approve the transaction on AMOS-4 Mission (Milestones 11.1, 11.2, 11.3, 11.4, 11.5)

for the amount of 2126 300, 00 US dollars to be included in the Work Schedule. 5.2. Under additional Agreement No 19 to Contract No 70/05 dated 01.12.2005 between the

Contractor — RSC Energia and the Customer – OOO International Space Services approve the transaction on updating work performance dates for Milestones 10.1, 10.2, 10.3, 10.4.

5.3. Under Contract No. 56/091-11 between the Contractor – RSC Energia and the Customer – OAO Consortium “ Space Regatta”:

5.3.1. Determine fixed price of services (works) to the extent of 450 000,00 rubles 5.3.2 Approve the transaction on conducting acceptance tests of flight model of SZK on RSC

Energia premises, code: DW Koronas-M (TUS-SZK) at the price of 450 000,00 rubles. The 21.06.2011 Meeting as absentee voting, Minutes No 4 of 22.06.2011 Agenda items and resolutions adopted on them: 1. Setting up working bodies (Presidium and Secretariat) and approval of chairman candidacy

at the Corporation Annual General Shareholders’ Meeting. The resolution adopted: 1.1. Set up Presidium of the Corporation Annual General Shareholders’ Meeting having the

following membership: - members of the Board of Directors:

• Alexandr Dmitrievich Beglov; • Sergei Alexandrovich Bushmakin; • Anatoly Grigorievich Gavrilenko; • Vitaly Anatolievich Davydov; • Andrei Borisovich Zhuravlev; • Nikolay Ivanovich Zelenschikov; • Andrei Nikolayevich Klepach; • Vitaly Alexandrovich Lopota; • Gleb Sergeevich Nikitin; • Vladimir Alexandrovich Popovkin; • Alexandr Fyodorovich Strekalov. – First Deputy General Designer – Vladimir Alexeyevich Solovyov.

1.2. Set up Secretariat of the Corporation Annual General Shareholders’ Meeting having the following membership:

Natalia Nikolaevna Alekseeva Leading Engineer of Corporate Management Department;

Yelena Nikolaevna Malysheva Leading Engineer of Corporate Management Department;

Olga Yurievna Ruslyakova Leading Engineer of Corporate Management Department;

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1.3. Approve the first Deputy General Designer, the member of Presidium Vladimir Alexeyevich Solovyov as the Chairman of the Corporation Annual General Shareholders’ Meeting.

2. On approval of the interested-party transaction. The resolution adopted: 2.1. Determine fixed price of services (works) under Contract No 90/043-2011 between the

Customer – OAO NPO Energomash and the Contractor – RSC Energia to the extent of 799 000, 00 rubles.

2.2. Approve the transaction between the Customer – OAO NPO Energomash and the Contractor – RSC Energia under Contract No 90/043 – 2011 for DW:

“Development of Technical Proposals for Electric Drive of Engine RD180V” at the price of 799 000,00 rubles.

The 14.07.2011 Meeting, Minutes No 1 of 15.07.2011. Agenda items and resolutions adopted on them: 1. On the Chairman of RSC Energia Board of Directors. The resolution adopted: Elect Alexandr Dmitrievich Beglov, Deputy Head of the RF President Administration, the

Board of Directors’ member, the Chairman of the Corporation Board of Directors. 2. On Deputy Chairman of RSC Energia Board of Directors The resolution adopted: Elect Vitaly Anatolievich Davydov, the Deputy Head of the Federal Space Agency, State

Secretary the Board of Directors’ member, as the Deputy Chairman of RSC Energia Board of Directors.

3. On memberships of RSC Energia Board of Directors’ Committees. The resolution adopted: Approve the memberships of RSC Energia Board of Directors’ Committees: 1. Committee on Personnel and Remuneration: A.G. Gavrilenko (Committee Chairman), V.Y. Grigoriev, N.I. Zelenschikov 2. Auditing Committee: S.A. Bushmakin (Committee Chairman), G.S. Nikitin, A.F. Strekalov. 3. Committee on Strategic Planning A.N. Klepach (Committee Chairman), V.A. Davydov, V.A. Lopota, A.B. Krasnov 4. On RSC Energia Innovative Development Progarm The resolutions adopted: Approve Innovative Development Program of S.P. Korolev Rocket and Space Public

Corporation Energia for the period from 2011 to 2020. The Corporation Management shall ensure implementation of the above Program with due

regard for the recommendations provided by Working Group on developing public-private partnership in the field of innovations at Government Committee on High Technologies and Innovations.

5. On RSC Energia Program of non-fixed assets alienation. The resolution adopted: Approve the Program of non-fixed assets alienation at RSC Energia (Appendix No8) RSC Energia Management shall ensure implementation of the above Program. 6. On interested-party transactions The resolution adopted: Transactions between RSC Energia and OOO OIME (OOO Ortopedicheskaya Industria

Moscow Energia) 6.1.1. Determine negotiated price of works under Contract No 100/897-2011 between the

Customer – OOO OIME and the Contractor – RSC Energia to the extent of 3 260 000,00 rubles. 6.1.2 Approve the transaction between the Customer –OOO OIME and the Contractor – RSC

Energia under Contract No 100/897-2011 for DW and OTW: “Development of modified modules of feet 9A051 and 9A059 with adjustable heel height” at the price of 3260 000,0 rubles.

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6.2.1 Determine fixed rental payment under additional Agreement No 1 to Leasing Contract No 243/246-10 if 01.01.2011 between the Lessor, RSC Energia, and the Lessee, OOO OIME, to the extent of 1204534,80 rubles over the period from 01.06.2011 through 29.12.2011.

6.2.2. Approve the transaction between the Lessor, RSC Energia, and the Lessee, OOO OIME, under additional Agreement No 1 to Leasing Contract No 243/246 – 10 of 01.01.2011 for putting out on loan of the following non-residential premises with a total floorspace of 610, 2 m2 for a period from 01.06.2011 through 29.12.2011 at the price of 1 204 534,80 rubles:

- in administrative building (inv. No. 0100108) - rooms Nos 13-30, 56, with a total floorspace of 302,7 m2, located at the following

address: 4 Lenin Street, Moscow Region, the city of Korolev; - in building No 89 (inv. No 0100454) – store premises (rooms Nos 1-10) with a total

floorspace of 307,5 m2, located at the following address: 4A Lenin Street, Moscow Region, the city of Korolev

Transaction between RSC Energia and OAO Consortium “Space Regatta”.

6.3.1. Determine fixed rental payment under Contract No 86/246-11 between the Lessor, RSC Energia, and the Lessee, OAO Consortium “Space Regatta”, to the extent of 47 144, 40 rubles over the period from 01.05.2011 through 29.04.2012.

6.3.2. Approve the transaction between the Lessor, RSC Energia, and the Lessee, OAO Consortium “Space Regatta”, under Contract No 86/246-11 for putting out on loan of non-residential premises – part of room No 40, with a total floorspace of 20,1 m2 in administrative building (inv. No 0100486) for a period from 01.05.2011 through 29.04.2012 (which is located at the following address; 1a Grabin Street, Korolev city, Moscow Region, 141070) at the price of 47 114,40 rubles.

Transaction between RSC Energia and OAO NPO Energomash

6.4.1. Determine price of services (works) under Contract No 66/043-2011 between the Customer, OAO NPO Energomash, and the Contractor, RSC Energia, to the extent of 80 932 400,00 rubles.

6.4.2. Approve the transaction between the Customer, OAO NPO Energomash, and the Contractor, RSC Energia, under Contract No 66/043-2011 for designer’s supervision and services for settling technical issues throughout operational use of automatics drive system (ADS) 11K25.2Д2000-0 and drive 353ГК at the price of 80 932 400, rubles.

Transaction between RSC Energia and TsNII RTK (State Scientific Establishment “Central Research and Development Institute for Robotics and Engineering Cybernetics”).

6.5.1. Determine price of services (works) under Contract No 424-11 (Phase 1) between the Customer, RSC Energia, and the Contractor, GNU TsNII RTK, to the extent of 3 443 170,00 rubles.

6.5.2. Approve the transaction between the Customer, RSC Energia, and the Contractor, GNU TsNII RTK, under Contract No 424-11 (Phase 1) for performance of DW “Scientific equipment Zakhvat-E” under Subproject ISS (Experiments) within the ISS Project (Utilization) at the price of 3 443 170,00 rubles.

The 02.08.2011 Meeting as absentee voting, Minutes No 2 dated 03.08.2011 Agenda Items and Resolutions adopted on them: 1. On calling of extraordinary general shareholders’ meeting of RSC Energia; approval of the

date, time, place and form of holding extraordinary general shareholders’ meeting of RSC Energia. The resolution adopted: Call extraordinary general shareholders’ meeting of RSC Energia of October 15, 2011 at 11

a.m. (registration starts at 9 a.m.) at the Corporation conference hall as the joint attendance of the shareholders to discuss the Agenda items and take decisions on the issues put to a vote, with a preliminary forwarding (handing in) of voting ballots to shareholders prior to holding extraordinary general shareholders’ meeting.

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2. On approval of the Agenda of RSC Energia extraordinary general shareholders’ meeting. The resolution adopted: Approve the following Agenda for extraordinary general shareholders’ meeting of RSC

Energia: 1. On early termination of RSC Energia Board of Directors members authority. 2. On election of RSC Energia Board of Directors’ members. 3. On approval of the date of drawing up the List of persons entitled to take part in RSC

Energia extraordinary general shareholders’ meeting. The resolution adopted: Draw up the List of persons entitled to take part in RSC Energia extraordinary general

shareholders’ meeting by the shareholders’ register data as of 17 hours 30 minutes, August 4, 2011. 4. On approval of the List of information (materials) to be submitted to the shareholders in

preparation for holding RSC Energia extraordinary general shareholders meeting and its submission procedure.

The resolution adopted: 4.1. Approve the List of information (materials) to be submitted to the shareholders in

preparation for RSC Energia extraordinary general shareholders’ meeting. 4.2. Establish the procedure for information (materials) submission within 30 days prior to

the date of holding extraordinary general shareholders’ meeting.

The 06.09.2011 meeting as absentee voting, Minutes No 3 dated 07.09.2011 Agenda items and resolutions adopted on them: 1. On interested – party transactions The resolution adopted: 1.1.1. Determine price of services (works) at the rate of 600 thousand rubles under Contract

No 434-11 between the Customer, RSC Energia, and the Contractor, GNU TS NII RTK. 1.1.2. Approve the transaction between the Customer, RSC Energia, and the Contractor,

GNU TS NII RTK, under Contract No 434-11 for conducting DW “Scientific-Technical Maintenance Space Experiment “Kontur” at the price of 600 thousand rubles.

1.2.1. Determine price of services (works) at the rate of 12 400 thousand rubles under Phase 1 of the Contract between the Customer, RSC Energia, and the Contractor, GNU Ts NII RTK, to be performed within the framework of state contract No 351-9990/10 of 20.12.2010.

1.2.2. Approve the transaction between the Customer, RSC Energia, and the Contractor, GNU Ts NII RTK, under Phase 1 of the Contract for working out materials of the Technical Project of Lidar Measurement System (LMS) and experimental verification of the main technical solutions to be effected within the framework of state contract No 351-9990/10 dated 20.12.2010 at the price of 12 400 thousand rubles.

1.3.1. Determine price of services (works) at the rate of 850 000 rubles under additional Agreement No 14 to Contract No 438-02 dated 01.10.2002 (Milestone 10.1b) between the Customer, RSC Energia, and the Contractor, GNU Ts NII RTK.

1.3.2. Approve the transaction between the Customer, RSC Energia, and the Contractor, GNU Ts NII RTK, under additional Agreement No 14 to Contract No 438-02 (Milestone 10.1b) on DW: “Development of Technical Assignment and Preliminary Design for the Equipment for Integrated Experiment “Kontrol”. Manufacture and delivery for flight tests of prototypes for the Environmental Parameters Monitoring System (complex) at the price of 850 000 rubles.

2. On combining positions held by the Corporation President. The resolution adopted: Consent to combining by RSC Energia President V.A. Lopota of his positions as the

President of RSC Energia and as the member of the Management at the International Association of Space Activity Participants.

3. On approval of the transaction of non-residential premises long-term lease between the Corporation and OOO AeroTradeServis.

The resolution adopted:

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Approve conclusion of the lease contract between RSC Energia and OOO AeroTradeServis for the period from 01.11.2011 through 30.10.2016 concerning non-residential premises with a total floorspace of 205,89 m2 in the building (inv. No 0100093, cadastral number 171540) on the 1st floor in premises I, rooms Nos 34-38,44,45, part of room No 14 (located at the following address: blg, 1, 1 Borovskoye shosse, airport Vnukovo-3, Moscow) for conducting the activities according to the Articles of Association at the price of 70620,27 rubles per month, including VAT of 18%.

4. Review of an additional Agreement to the Labor Contract with the Corporation President The resolution adopted: Approve the additional Agreement to the Labor Contract with the Corporation President

Vitaly Alexandrovich Lopota. The 20.09.2011 Meeting as absentee voting, Minutes No 4 dated 22.09.2011. Agenda items and resolutions adopted on them: 1. On preparation for extraordinary general shareholders’ meeting (hereinafter referred to as

the Meeting) of the Corporation: The resolutions adopted: 1.1. Accept for consideration the proposals for nominating candidates to RSC Energia Board

of Directors submitted by the shareholders from RSC Energia, ZAO ZEM RSC Energia (Appendix No 11); the Quorum Fund Limited (Appendix N12), OOO IC Razvitiye (Appendix No 13); Federal Property Management Agency (Appendix No 14) and ZAO Leader (Appendix No 15) as complying with the requirements set forth in the Articles of Association of RSC Energia, Federal Law “On Joint-Stock Companies, other legal acts.

1.2. Approve the List of candidates put forward by the shareholders of the Corporation (OOO IC Razvitye – the owner of 17,319% of the Corporation voting shares; ZAO ZEM RSC Energia – the owner of 3,153% of the Corporation voting shares; the Quorum Fund Limited the owner of 2, 034% of the Corporation voting shares; FPMA – the owner of 38,221% of the Corporation voting shares; ZAO Leader, with trust management of 12,406% of the Corporation voting shares) for elections to the Board of Directors at RSC Energia extraordinary general shareholders’ meeting:

1. Mikhail Vladimirovich Armyakov 2. Sergei Alexandrovich Bushmakin 3. Anatoly Grigorievich Gavrilenko 4. Viktor Yevgenievich Grigoriev 5. Vitaly Anatolievich Davydov 6. Andrei Borisovich Zhuravlev 7. Nikolai Ivanovich Zelenschikov 8. Sergei Mikhailovich Kerber 9. Andrei Nikolayevich Klepach 10. Mikhail Valentinovich Kovalchuk 11. Alexei Borisovich Krasnov 12. Vitaly Alexandrovich Lopota 13. Yevgeniy Anatolievich Mikrin 14. Gleb Sergeevich Nikitin 15. Nikolai Alexeevich Syomin 16. Vladimir Alexeevich Solovyov 17. Alexandr Fyodorovich Strekalov 18. Dmitry Yurievich Tushunov

1.3. Approve the form and the text of:

- Information leaflet for sending (handing in) to shareholders simultaneously with the ballots for a preliminary voting on the Agenda items of RSC Energia extraordinary general shareholders’ meeting; - ballots Nos 1, 2 for voting on the Agenda items of RSC Energia extraordinary general shareholders’ meeting.

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1.4. Set up Presidium of RSC Energia extraordinary general shareholders’ meeting having the following membership: - Board of Directors’ members:

• Alexandr Dmitrievich Beglov • Sergei Alexandrovich Bushmakin • Anatoliy Grigorievich Gavrilenko • Viktor Yevgenievich Grigoriev • Vitaly Anatolievich Davydov • Nikolai Ivanovich Zelenschikov • Andrei Nikolayevich Klepach • Alexei Borisovich Krasnov • Vitaly Alexandrovich Lopota • Gleb Sergeevich Nikitin • Alexandr Fyodorovich Strekalov

- Vladimir Alexeyevich Solovyov is the first Deputy General Designer of RSC Energia.

1.5. Set up Secretariat of RSC Energia extraordinary general shareholders’ meeting having the following membership: Natalia Nikolaevna Alekseeva – Leading Engineer of Corporate Management

Department; Yelena Nikolaevna Malysheva – Leading Engineer of Corporate Management

Department; Olga Yurievna Ruslyakova – Leading Engineer of Corporate Management

Department; 1.6. Approve the first Deputy General Designer, the member of the Presidium Vladimir

Alexeyevich Solovyov as the Chairman of RSC Energia extraordinary general shareholders’ meeting.

2. Report on RSC Energia Works Program implementation results over the first six months of 2011. The Corporation financial-economic position, including comparative dynamics of debts receivable and accounts payable indicators. The resolution adopted: Approve the report on RSC Energia Works Program implementation results over the first six months of 2011.

3. On interested-party transactions The resolutions adopted:

3.1.1. Determine price of services (works) at the rate of 2 500 000, 00 rubles under Contract No 125/047-2011 between the Customer, GNU TS NII RTK, and the Contractor, RSC Energia

3.1.2. Approve the transaction between the Customer, GNU TS NII RTK, and the Contractor, RSC Energia, under Contract No 125/047-2011 for development of input data on specifying technical requirements for space application robotic systems in order to perform technical operations of new-generation orbital stations (NGOS) deployment and maintenance, as well as on advanced manned transportation system (AMTS), based upon the experience in space orbital stations operation; investigating the possibility to implement the proposed technical solutions on space application robotic systems for NGOS and AMTS at the price of 2 500 000,00 rubles.

3.2.1. Determine price of services (works) at the rate of 5 671 700,00 rubles under Contract No 433-11 between the Customer, RSC Energia, and the Contractor, GNU TsNII RTK.

3.2.2. Approve the transaction between the Customer, RSC Energia, and the Contractor, GNU TsNII RTK, under Contract No 433-11 for performance of DW component: “Development of preliminary design materials. Preliminary design review (Space experiment Kontur-2) at the price of 5 671 700,00 rubles.

3.3.1. Determine price of services (works) at the rate of 10 900,00 rubles under Contract No 425-11 between the Customer, RSC Energia, and the Contractor, GNU TsNII RTK.

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3.3.2. Approve the transaction between the Customer, RSC Energia, and the Contractor, GNU TsNII RTK, under Contract No 425-11 for performance of DW component: “Manufacture of prototypes and conduct of autonomous tests of a two-axis turnable platform” (code CDW: “DPP”) under the ISS (Experiments) subproject within the ISS (Utilization) project at the price of 10 900 000, 00 rubles.

3.4.1. Determine price of services (works) at the rate of 1 451 600,00 US dollars under additional Agreement No 20 to Contract No 70/05 of 01.12.2005 between the Customer, OOO MKU, and the Contractor, RSC Energia.

3.4.2. Approve the transaction between the Customer, OOO MKU, and the Contractor, RSC Energia, under additional Agreement No 20 to Contract No 70/05 of 01.12.2005 for specifying the price of Milestone 10.4 work performance and the mission to assure SC Intelsat-18 launch as a whole at the price of 1 451 600,00 US dollars.

3.5.1. Determine size of guarantee for the amount of 580 (five hundred eighty) million rubles under the Contract between the Guarantor, RSC Energia, and the Agent-any of the banks listed below, which will be the first to conclude a loan agreement with Borrower (Sea Launch AG) and, accordingly, with which RSC Energia will enter into Guarantee Agreement:

1. International Bank for Economic Cooperation (IBEC), 11 Masha Poryvaeva Street, Moscow;

2. ZAO JSCB Novikombank, blg 2, 4/4, Yakimanskaya Naberezhnaya, Moscow; 3. VTB Bank (France) SA, France, Paris cedex 08, boulevard Haussmann 79-81 3.5.2. Approve the Guarantee Agreement between RSC Energia (the Guarantor) and the

Agent (selected in accordance with p.51 of this resolution) with the aim to assure performance by Sea Launch AG (the Borrower) of its obligations under the loan agreement concluded between the Borrower and Agent which covers all the Borrower’s obligations under the loan agreement, including the amount of the principal and interest, but within the above 580 (five hundred eighty) million rubles.

The 11.10.2011 Meeting as absentee voting, Minutes No 5 of 13.10.2011 Agenda Items and Resolutions adopted on them: On the Corporation key performance indicators system. The resolutions adopted: 1. Entrust the Corporation Management with developing the System of RSC Energia Key

Performance Key Indicators, including the indicators reflecting reduced costs of goods (works, services) procurement per unit of output, with due regard for Federal Property Management Agency recommendations (Ref. No П1-15/27795 dated 14.09.2011).

2. Entrust the Corporation Management with developing the procedure to calculate the indicator of reduced costs of goods (works, services) procurement by at least 10% per annum during three years in real terms of 2012 prices per unit of output; with special emphasis placed on inadmissibility of drop in quality and safety of products to be turned out; submit the above procedure to the Board of Directors for approval till November 15, 2011.

3. Entrust the Corporation President with the ensured changes to be introduced into the procedure for remuneration payment to the Corporation managerial personnel concerning the linkage between size of remuneration and achievement of the cost reduction indicator with respect to goods (works, services) procurement per unit of output by at least 10% per annum during three years in real terms, as well as stipulating sanctions to be applied in case of failing to achieve the above indicator.

The 25.10.2011 Meeting, Minutes No 1 dated 25.10.2011 Agenda Items and Resolutions adopted on them: 1. On RSC Energia Chairman of the Board of Directors The resolution adopted: Elect Mikhail Valentinovich Kovalchuk, the Director of the Russian Academy of Sciences

Establishment “RAS Institute of Crystallography after A.V. Shubnikov”, the Chairman of RSC Energia Board of Directors.

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2. On Deputy Chairman of RSC Energia Board of Directors The resolution adopted: Elect Vitaly Anatolievich Davydov, the State Secretary and the Deputy Head of the Federal

Space Agency, the Deputy Chairman of RSC Energia Board of Directors. 3. On memberships of RSC Energia Board of Directors’ Committees. The resolution adopted: Approve the membership of RSC Energia Board of Directors’ Committees: 1. Committee on Personnel and Remuneration: A.G. Gavrilenko (Committee Chairman), V.Y. Grigoriev, N.I. Zelenschikov 2. Auditing Committee: S.A. Bushmakin (Committee Chairman), G.S. Nikitin, A.F. Strekalov. 3. Committee on Strategic Planning A.N. Klepach (Committee Chairman), V.A. Davydov, V.A. Lopota, A.B. Krasnov The 11.11.2011 Meeting as absentee voting, Minutes No 2 dated 16.11.2011 Agenda Items and Resolutions adopted on them: On interested-party transactions The resolutions adopted: 1.1. Determine price of services (works) at the rate of 16 million rubles under Milestone 1

(2011) of Contract No 430-11 between the Customer, RSC Energia, and the Contractor, GNU TsNII RTK.

1.2. Approve the transaction between the Customer, RSC Energia, and the Contractor, GNU TsNII RTK, under Contract No 430-11 for the development of robot vision system for monitoring and determining space object relative motion parameters with the use of TV and optical systems at the price of 16 million rubles.

2.1. Determine under additional Agreement No 8 to Contract No 678-09 dated 03.09.2009 between the Customer, RSC Energia, and the Contractor, GNU TSNII RTK: - firm price of services (works) under Milestone 5.1 at the rate of 3 278,103 thousand rubles; - approximate price of services (works) under Milestone 5.2 at the rate of 317,864 thousand rubles; - approximate price of services (works) under Milestone 5.3 at the rate of 204,032 thousand rubles.

2.2. Approve the transaction between the Customer, RSC Energia, and the Contractor, GNU TsNII RTK under additional Agreement No 8 to Contract No 678-09 dated 03.09.2009 for Modification of Corrector and Checkout Equipment (ChE) of Complex Kaktus-2BT71.790.136 relative to EEE Parts and Completing Items Replacement:

- under Milestone 5.1 – at the price of 3 278,103 thousand rubles, - under Milestone 5.2 - at the price of 317,834 thousand rubles, - under Milestone 5.3 - at the price of 204,032 thousand rubles.

3.1. Determine price of services (works) for Intelsat 18 Mission at the rate of 1 477, 200 thousand US dollars under additional Agreement No 21 to Contract No 70/05 dated 01.12.2005 between the Customer, OOO MKU, and the Contractor, RSC Energia.

3.2. Approve the transaction between the Customer, OOO MKU, and the Contractor, RSC Energia, under additional Agreement No 21 to Contract No 70/05 dated 01.12.2005: - for extension of the due dates for Certificates of the performed works under Milestones 10.1, 10.2, 10.3 of Intelsat–18 Mission till 31.01.2012; - for price increase for Intelsat –18 Mission up to 1477,2 thousand US dollars (including Milestone 10.4 up to 520,6 thousand US dollars) and setting date for work performance under Milestone 10.4 – 01.2012.

The 26.12.2011 Meeting, Minutes No 3 dated 26.12.2011 Agenda Items and Resolutions adopted on them: 1. Approval of the Corporation Board of Directors Meetings Plan for the period from 2011 to

2012. The resolution adopted:

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Approve the Plan for Corporation Board of Directors Meetings for 2011-2012 period. 2. On the Corporation performance over 9 months of the year 2011. The Corporation

financial-economic position by the III quarter 2011 performance, including comparative dynamics of debts receivable and accounts payable indicators. Forecast of the Corporation Work Program implementation over 2011.

The resolution adopted: Approve the Corporation performance report over 9 months of the year 2011. 3. On the results of the Corporation procurement activities over the IIIrd quarter of 2011. The resolution adopted: Take note of information about the Corporation procurement activities results over the III

quarter of 2011. 4. On the procedure to calculate cost reduction indicator with respect to goods (works,

services) procurement by no less than 10% per annum during three years in real 2010 prices terms per unit of output.

The resolutions adopted: 4.1. Approve the following key indicators of the Corporation performance:

• proceeds; • profit on sales; • net profit; • amount of financing – cash flow; • indicator of cost reduction per unit of output.

4.2. Approve the Procedure to calculate cost reduction indicator with respect to goods (works, services) per unit of output.

5. On interested-party transactions The resolutions adopted: 5.1.1. Determine fixed rental payment under Lease Contract No 186/246-11 between the

Lessor, RSC Energia, and the Lessee, OOO OIME, at the rate of 2004,916 thousand rubles over the period from 01.01.2012 through 29.12.2012.

5.1.2. Approve the transaction between the Lessor, RSC Energia, and the Lessee, OIME, under Lease Contract No 186/246-11 for putting out on loan the following non-residential premises with a total floorspace of 610,2 m2 for the period from 01.01.2012 through 29.12.2012 at the price of 2064,916 thousand rubles: - in administrative building (inv. No 01100108) – office premises, Category D, with depreciation of 50% and a total floorspace of 302,7 m2, on the 1st floor, rooms Nos 13-30 and 56, located at the following address: 4 Lenin Street, Korolev city, Moscow Region; - in building 89 (inv. No 0100 454) – store premises, with depreciation of 70% and a total floorspace of 307,5 m2, on the 1st floor, rooms Nos 1-10, located at the following address: 4A Lenin Street, Korolev city, Moscow Region.

5.2.1. Determine price of services (works) at the rate of 3 000,00 thousand rubles under Contract No 444-11 between the Customer, RSC Energia, and the Contractor, GNU TsNII RTK.

5.2.2. Approve the transaction between the Customer, RSC Energia, and the Contractor, GNU TsNII RTK, under Contract No 444-11 for developing Preliminary Design by TPM RS elements (robotic system of transport power module) at the price of 3000, 00 thousand rubles.

6. Approval of the Corporation Management membership by the number and individuals. The resolution adopted: Determine the membership of RSC Energia collective executive body, the Management,

amounting to 13 persons. Approve the Corporation Management membership represented by the following persons: 1. Vitaly Alexandrovich Lopota 2. Anatoly Vasilievich Vovk 3. Alexandr Gdalievich Derechin 4. Nikolai Ivanovich Zelenschikov 5. Mikhail Viktorovich Komarov

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6. Yelena Mikhailovna Karogodina 7. Vladimir Alexandrovich Manyuta 8. Arkadiy Leonidovich Martynovsky 9. Yevgeniy Anatolievich Mikrin 10. Vladimir Yefimovich Osmolovskiy 11. Alexandr Gennadievich Pyzin 12. Igor Sergeevich Radugin 13. Vladimir Alexeevich Solovyov 7. Approval of the List of candidates to be nominated for election to the Boards of Directors of the Corporation subsidiary and affiliated companies.

RSC Energia Board of Directors Regulations Regulations of RSC Energia Board of Directors are approved on June 28, 2008 at Annual General Shareholders’ Meeting (Minutes No 18) of S.P. Korolev Rocket and Space Public Corporation Energia.

Regulations on ad hoc Committees at the Board of Directors RSC Energia Board of Directors approved the following provisions (Minutes No 4) on December 8, 2009:

• On Strategic Planning Committee; • On Personnel and Remuneration Committee; • On Auditing Committee.

Provision on remuneration of the Corporation Board of Directors’ members. It is currently under development The Committee on personnel and remuneration follows the Federal Property Management Agency procedural instructions No GN-13/3802 dated 15.02.2011 in preparation of the decision on determining size of remuneration to the Board of Directors’ members who are not government officials.

Size of remuneration received by the Board of Directors’ members in 2011 According to the resolution adopted by the Annual General Shareholders’ Meeting held on June 25, 2011, the Board of Directors’ members were paid remuneration by the 2010 performance to the following extent: Andrei Borisovich Zhuravlev – 880 000 rubles Sergei Alexandrovich Bushmakin – 960 000 rubles Anatoly Grigorievich Gavrilenko – 960 000 rubles Nikolai Ivanovich Zelenschikov – 880 000 rubles Alexandr Fyodorovich Strekalov – 880 000 rubles No remuneration was paid to the Board of Directors member V.A. Lopota, because this person is the Corporation single-member executive body. The Board of Directors’ members A.D. Beglov, V.A. Davydov, A.N. Klepach, A.B. Krasnov, G.S. Nikitin, V.A. Popovkin were not remunerated, because these persons are government officials.

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3.1. INFORMATION ABOUT THE CORPORATION COMPLIANCE WITH THE CORPORATE CODE OF CONDUCT

RSC Energia adheres to the principles of corporate management set forth in current legislation and maintains advanced standards of corporate management and conduct with due regard for the interests and rights of all corporate management subjects and entities, including shareholders and investors, as well as peculiar character of companies operation and regulatory acts requirements. Corporate management system is being improved in the shareholders’ interests with due regard for the Russian legislation requirements, provisions of the Corporate Code of Conduct recommended by the RF FCSM, as well as the Code of Conduct for the Corporation Board of Directors and Management members based upon the above Corporate Code of Conduct. On April 19, 2003 routine annual general shareholders’ meeting of RSC Energia approved the Code of Conduct for the Corporation Board of Directors and Management members (Minutes No 10) which defined the principles and rules of corporate conduct for the Board of Directors and Management members. Appendix 1 gives the List of the Code of Corporate Conduct provisions adhered to by the Corporation, with due regard for RSC Energia corporate conduct experience acquired during the accounting year. RSC Energia strictly adheres to binding requirements of the legislation on disclosure of information on securities market. Disclosure and submission to the RF Financial Markets Federal Service of complete and trustworthy information about the Corporation were conducted in proper time. For the accounting period: The following was submitted to the Financial Markets Federal Service of Russia: - four quarterly reports from security issuer. Published: • in the “Rossiyskaya gazeta” and “Kaliningradskaya Pravda” newspapers:

- report on Annual General Shareholders’ Meeting held; - report on Extraordinary General Shareholders’ Meeting held.

• in the “Rossiyskaya gazeta” newspaper: - RSC Energia Balance Sheet as at 31.12.2010 approved by the Annual General

Shareholders’ Meeting on June 25, 2011 Placed: • in traveling news line of news agencies ZAO Interfax, ZAO AEI PRIME TASS; ZAO SKRIN, ZAO AK&M, ANO AZIPI: reports on important facts and information which can have a profound impact on the Corporation securities value; reports on placement of the lists of control persons and changes introduced in them; reports on placement of the Corporation Annual Report, interim consolidated bookkeeping reporting for the period from January to June 2011; annual consolidated financial reporting with the enclosed Auditor’s Report for 2010 and other information in the form of reports on material facts; • On Web site page of the Corporation: http://www.e-disclosure.ru/portal/company.aspx?id=1615: quarterly reports, reports on important facts and information which can have a profound impact on the Corporation securities value; the Lists of control persons with all changes introduced in them; RSC Energia Articles of Association with all amendments and additions; the Corporation Annual Report for 2010; interim consolidated bookkeeping reporting for the period from January to June 2011; annual consolidated financial reporting with the enclosed Auditor’s Report for 2010; the List of RSC Energia in-house information; the Provision on RSC Energia in-house information access procedure. On Web site page of the Corporation: http://www.e-disclosure.ru/portal/company.aspx?id=1615 the following information is also available: • Regulations:

■ On RSC Energia single-member executive body: ■ On RSC Energia Board of Directors; ■ On RSC Energia Management;

http://www.e-disclosure.ru/portal/company.aspx?id=1615



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■ On RSC Energia Auditing Committee; ■ On RSC Energia General Shareholders’ Meeting; ■ On RSC Energia Board of Directors’ Strategic Planning Committee; ■ On RSC Energia Board of Directors’ Personnel and Remuneration Committee; ■ On RSC Energia Board of Directors Committee on Audit; ■ RSC Energia Articles of Association (sixth version); ■ Code of Conduct for the Corporation Board of Directors and Management members; ■ Other information in accordance with the RF current legislation.

RSC Energia shareholders are in a position to get full and trustworthy information about the Corporation at the location of its executive body: 4A, Lenin Street, Korolev city, Moscow Region, as well as on the Corporation official site: http://www.e-disclosure.ru/portal/company.aspx?id=1615. During the year 2012 the Corporation shares were in circulation (by tenders) in the list of securities (without passing the listing procedure) on trading floors of open joint-stock company “Russian Trading System” and closed joint-stock company “Stock Exchange MMVB”. Shareholders can get information about the Corporation situation on securities market on ZAO SE MMVB official site: htt:/rts.micex.ru/. At the present time (beginning with December 2009) RSC Energia Board of Directors’ ad hoc committees are operating which are addressed in greater detail in the section entitled “Information about the Corporation Board of Directors”. The Corporation Charter Capital is equal to 1 123 734 000 rubles and is broken down into 1 123 734 common shares (CB issue: 1-03-01091-A) with a face value of 1000 (one thousand) rubles each. A total number of the shareholders as of December 31, 2011: 8511. Legal persons, including non-residents: 22. Natural persons, including non-residents: 8489. Nominee shareholders: 4. The Charter Capital structure: • natural persons – 99 235 shares (8,83083%); • legal persons – owner – 660 262 shares (58, 75601%); • legal persons – nominee shareholders – 364 237 shares (32, 41310%). 429 497 common shares (38,22052%) of the Charter capital are in Federal ownership. Persons as the holders of more than 5% of the Corporation common shares as of 31.12.2011:

- the Russian Federation in the person of Federal Property Management Agency – 429 497 shares (38, 22052%).

- OOO Investment Company Razvitiye – 194 625 shares (17,31949%). - Persons whose accounts keep block of securities of more than 5% of the Corporation

common shares: - Non-bank credit institution closed joint-stock company “National Settlement

Depository” – 288 400 shares (25, 66444%). Closed joint-stock company “Specialized Registrar-Holder of Gas Industry Shareholders’ Register” (ZAO SR-GRAGa) in the person of ZAO SR-DRAGa Branch in Korolev city is entrusted with keeping the Corporation shareholders’ register. License No 10-000-1-00291 is issued on December 26,2003 by the Russian Federation Federal Securities Commission without limited period of validity. The Corporation shareholders are provided with reliable and efficient methods for accounting of the right of ownership to shares. The shareholders have the right to take part in the Corporation management by taking decisions on RSC Energia operation issues at general shareholders’ meeting. In 2011 two RSC Energia general shareholders’ meetings were held, which are detailed in the section entitled “Information about the Corporation general shareholders’ meetings held”. The Corporation Board of Directors consists of 11 persons. In 2011, 14 meetings of the Corporation Board of Directors were held. Information about the Corporation Board of Directors’ meetings is detailed in the section entitled “Information about the Corporation Board of Directors”.


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The Corporation Auditor is the Limited Liability Company “Cosmos-Audit”. Detailed information about the Corporation Auditor can be found in the section entitled “Information about the Corporation”.

4. INFORMATION ABOUT THE CORPORATION AUDITING COMMITTEE

RSC Energia’s Auditing Committee elected by the shareholders’ meeting on June 19,2010 included the following nine persons:

Alexandr Ivanovich Barbashin – Head of Administrative Department, Roscosmos Sergei Anatolievich Barinov – Head of Administrative Department, Federal Property Management Agency Alexandr Grigorievich Botvinko – Deputy Head of Roscosmos Administration Anatoly Yurievich Gubernskiy – Deputy Head of Federal Property Management Agency Territorial Administration in Moscow Region Lyudmila Valerievna Yeliseeva – RSC Energia Chief Accountant Mikhail Nikolayevich Petrov – Chairman of the Auditing Committee, Deputy General Director of ZAO ZEM RSC Energia Oleg Yurievich Pleshakov – Head of Roscosmos Administrative Department Yekaterina Pavlovna Polezhaeva – RSC Energia General Counsel Anatoly Mikhailovich Solonin – Head of Roscosmos Administrative Department.

RSC Energia’s Auditing Committee elected by the shareholders’ meeting on June 25,2011 included the following nine persons:

Alexandr Ivanovich Barbashin – Head of Administrative Department, Roscosmos Sergei Anatolievich Barinov – Head of Administrative Department, Federal Property Management Agency Lyudmila Valerievna Yeliseeva – RSC Energia Chief Accountant Vasiliy Sergeevich Yemelyanov – Deputy Head of Department, Federal Property Management Agency; Mikhail Nikolayevich Petrov – Chairman of the Auditing Committee, Deputy General Director of ZAO ZEM RSC Energia Oleg Yurievich Pleshakov – Head of Roscosmos Administrative Department Yekaterina Pavlovna Polezhaeva – RSC Energia General Counsel Anatoly Mikhailovich Solonin – Head of Roscosmos Administrative Department. Svetlana Vladimirovna Soloschenko – Head of ZAO Leader Department

Size of remuneration received by the Auditing Committee members is 2011 Lyudmila Valerievna Yeliseeva – 60000 rubles Mikhail Nikolaevich Petrov – 70000 rubles Yekaterina Pavlovna Polezhaeva – 60000 rubles The Auditing Committee members A.I. Barbashin, S.A. Barinov, A.G. Botvinko, A.Yu. Gubernskiy, O.Yu. Pleshakov, A.M. Solonin were not paid remuneration, because these persons were government officials.

5. INFORMATION ABOUT THE PERSONS HOLDING THE POSITION OF THE CORPORATION SINGLE-MEMBER EXECUTIVE BODY AND COLLECTIVE

EXECUTIVE BODY MEMBERS

RSC Energia single-member executive body

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The Corporation President is RSC Eneriga single-member executive body.

Vitaly Alexandrovich Lopota Date of birth: 1950 Education: professional after graduating from higher educational establishment; Doctor of Science (Engineering); the RAS corresponding member, professor. All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined with the main activity:

Period Name of organization Position from Up

11.1981 to now Saint-Petersburg State Polytechnical Institute









Participating interest in the issuer Charter capital: 0,00961% Person’s share in the issuer common stock ownership: 0,00961%

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RSC Energia Collective Executive Body

RSC Energia Collective Executive Body is the Corporation Management

RSC Energia Management membership from 07.12.2010 through 26.12.2011

Anatoly Vasilievich Vovk Alexandr Gdalievich Derechin Nikolai Ivanovich Zelenschikov Vitaly Alexandrovich Lopota Vladimir Alexandrovich Manyuta Arkadiy Leonidovich Martynovsky Yevgeniy Anatolievich Mikrin Vladimir Yefimovich Osmolovskiy Alexandr Gennadievich Pyzin Vladimir Alexeevich Solovyov Vyacheslav Mikhailovich Filin

Chairman of the Corporation Management

In accordance with Art. 33 of the Corporation Charter, the Board of Directors determines the membership and staff of the Corporation Management. The Management members are elected by the proposal put forward by the Corporation President for a 5-year period. Only the Corporation employees are entitled to be the Management members. At RSC Energia Board of Directors meeting held on December 26, 2011 the Management membership of 13 persons was determined and the Management members were elected: Anatoly Vasilievich Vovk Alexandr Gdalievich Derechin Nikolai Ivanovich Zelenschikov Mikhail Viktorovich Komarov Yelena Mikhailovna Korogodina Vitaly Alexandrovich Lopota Vladimir Alexandrovich Manyuta Arkadiy Leonidovich Martynovsky Yevgeniy Anatolievich Mikrin Vladimir Yefimovich Osmolovskiy Alexandr Gennadievich Pyzin Igor Sergeevich Radugin Vladimir Alexeevich Solovyov

Chairman of the Corporation Management

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Background information about the persons who were the members of RSC Energia Management in 2011

Anatoly Vasilievich Vovk Date of birth: 1955 Education: higher education All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined with the main activity:


12.2005 08.2007 Government Scientific Institution “Central Research and Development Institute for Robotics and Technical Cybernetics”

Advisor to the Director-Chief Designer, the Head of Department

08.2007 12.2008 RSC Energia First Deputy General Designer, Deputy Head of PDB

12.2008 up to now RSC Energia First Deputy General Designer, Chief Designer

Participating interest in the issuer Charter capital: 0,00151%. Person’s share in the issuer common stock ownership: 0,00151%. Term of office in accordance with the labour agreement is unlimited.

Alexandr Gdalievich Derechin

Date of birth: 1945 Education: professional after graduating from higher education establishment, Candidate of Science (Engineering) All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined with the main activity:


08.2006 08.2007 RSC Energia Vice-President 208.2007 02.2009 RSC Energia Deputy General Designer, Deputy

Head of Prime Design Bureau 02.2009 up to now RSC Energia Deputy General Designer Participating interest in the issuer Charter capital: 0,00098%. Person’s share in the issuer common stock ownership: 0,00098%. Term of office in accordance with the labour agreement is unlimited.

Nikolai Ivanovich Zelenschikov

Date of birth: 1941 Education: higher education. All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined with the main activity:



First Vice-President, first Deputy General Designer and first Deputy

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Head of Prime Design Bureau 03.2007 06.2007 FSUE “Center for Ground

Space Infrastructure Objects Operation’ (TsEHKI)

Deputy Head of Division


First Vice-President, first Deputy General Designer

08.2007 02.2009 RSC Energia First Vice-President, first Deputy General Designer and first Deputy Head of PDB

02.2009 up to now RSC Energia First Vice-President, first Deputy General Designer

Participating interest in the issuer Charter capital: 0,00089%. Person’s share in the issuer common stock ownership: 0,00089%. Term of office in accordance with the labour agreement is unlimited.

Mikhail Viktorovich Komarov

Date of birth: 1961 Education: professional after graduating from higher education establishment, Candidate of Science (Engineering) All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined with the main activity:


09.2006 01.2007 OOO Management Company “Non-Operating Business OMZ”

Personnel Director

02.2007 08.2007 ZAO Management Company GSR Energo

Personnel Director

10.2007 02.2008 RSC Energia Advisor to the President on personnel management

02.2008 up to now RSC Energia Personnel Director Participating interest in the issuer Charter capital/no common shares in possession. Term of office in accordance with the labour agreement is unlimited.

Yelena Mikhailovna Korogodina

Date of birth: 1975 Education: higher education All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined with the main activity:


08.2005 06.2009 OOO Private Guard Enterprise “Spetstransnefteprodukt”

Deputy General Director in Charge of Finance – Chief Accountant

06.2009 12.2009 OOO “Transneft Finance” Head of Department 12.2009 02.2011 RSC Energia Deputy Chief Accountant 02.2011 up to now RSC Energia Chief Accountant Participating interest in the issuer Charter capital/no common shares in possession. Term of office in accordance with the labour agreement is unlimited.

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Vitaly Alexandrovich Lopota Date of birth: 1950 Education: professional after graduating from higher educational establishment; Doctor of Science (Engineering); the RAS corresponding member, professor. All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined with the main activity:


11.1981 to now Saint-Petersburg State Polytechnical Institute









Participating interest in the issuer Charter capital: 0,00961% Person’s share in the issuer common stock ownership: 0,00961% Term of office in accordance with the labour agreement is 5 years (since 31.07.2007).

Vladimir Alexandrovich Manyuta Date of birth: 1951 Education: higher education All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined with the main activity:


07.1973 06.2007 Military service in the Armed Forced

06.2007 12.2008 Out of work. Military pensioner

12.2008 09.2009 RSC Energia Head of Department 10.2009 01.2010 RSC Energia Director of Security Department 01.2010 up to now RSC Energia Director in charge of Security Participating interest in the issuer Charter capital/no common shares in possession. Term of office in accordance with the labour agreement is unlimited.

Arkadiy Leonidovich Martynovskiy Date of birth: 1939 Education: higher education

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All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined with the main activity:


10.2004 03.2007 RSC Energia Vice-President 07.2007 up to now RSC Energia Vice-President Participating interest in the issuer Charter capital: 0,00196% Person’s share in the issuer common stock ownership: 0,00196% Term of office in accordance with the labour agreement is unlimited.

Yevgeny Anatolievich Mikrin Date of birth: 1955 Education: professional after graduating from higher educational establishment; Doctor of Science (Engineering), the RAS corresponding member; professor. All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined with the main activity:


12.2004 08.2007 RSC Energia Deputy Head of Scientific-Technical Center-the Head of Division


09.2007 02.2009 RSC Energia First Deputy General Designer, Deputy Head of PDB, Director of Scientific-Technical Center

02.2009 05.2010 RSC Energia First Deputy General Designer, Director of Scientific-Technical Center

05.2010 up to now RSC Energia First Deputy General Designer, Chief Designer of onboard and ground control complexes and systems; Director of Scientific-Technical Center

Participating interest in the issuer Charter capital: 0,00383% Person’s share in the issuer common stock ownership: 0,00383% Term of office in accordance with the labour agreement is unlimited.

Vladimir Yefimovich Osmolovskiy

Date of birth: 1954 Education: higher education All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined with the main activity:


08.2002 05.2009 OAO Vneshtorgbank Head of Department, Vice-President-Head of Department; Senior Vice-President of the Corporate bloc

07.2009 up to now RSC Energia Senior Vice-President Participating interest in the issuer Charter capital/no common shares in possession.

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Term of office in accordance with the labour agreement is unlimited. Alexandr Gennadievich Pyzin

Date of birth: 1963 Education: professional after graduating from higher educational establishment; Candidate of Science (Economics). All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined with the main activity:


05.2006 07.2007 OOO “Moskowskiy Elektroinstrumentalny Zavod”

Financial Director

07.2007 08.2007 OOO “Moskowskiy Elektroinstrumentalny Zavod”

General Director

08.2007 02.2009 RSC Energia Vice-President 02.2009 02.2011 RSC Energia Vice-President, Chief Accountant 02.2011 up to now RSC Energia Vice-President Participating interest in the issuer Charter capital: 0,00009% Person’s share in the issuer common stock ownership: 0,00009% Term of office in accordance with the labour agreement is unlimited.

Igor Sergeevich Radugin

Date of birth: 1953 Education: professional after graduating from higher educational establishment; Candidate of Science (Engineering). All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined with the main activity:


06.2006 10.2007 Research Institute for Instrument Engineering of Russia

Deputy Head

10.2007 03.2008 Center for Ground Space Infrastructure Operation

Chief specialist

04.2008 12.2008 RSC Energia Deputy Head of Scientific-Technical Center

12.2008 09.2010 RSC Energia Head of Scientific-Technical Center 09.2010 09.2011 RSC Energia Deputy General Designer, the Head

of Scientific-Technical Center 09.2011 up to now RSC Energia First Deputy General Designer Participating interest in the issuer Charter capital/no common shares in possession. Term of office in accordance with the labour agreement is unlimited.

Vladimir Alexeyevich Solovyov

Date of birth: 1946 Education: professional after graduating from higher educational establishment; Doctor of Science (Engineering); the RAS corresponding member, professor. All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined with the main activity:

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06.2005 08.2007 RSC Energia Vice-President, Deputy General Designer


02.2009 up to now RSC Energia First Deputy General Designer Participating interest in the issuer Charter capital: 0,02109% Person’s share in the issuer common stock ownership: 0,02109% Term of office in accordance with the labour agreement is unlimited.

Vyacheslav Mikhailovich Filin

Date of birth: 1939 Education: professional after graduating from higher educational establishment; Doctor of Science (Engineering), Professor. All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined with the main activity:


02.2006 04.2007 ZAO Transmashholding Deputy Technical Director of R&D, General Designer

04.2007 08.2007 ZAO Transmashholding Head of Prime Design Bureau-General Designer

08.2007 02.2009 RSC Energia Vice-President, First Deputy General Designer; Deputy Head of PDB; Chief Designer

02.2009 12.2010 RSC Energia Vice-President, First Deputy General Designer; Chief Designer

12.2010 26.12.2011* RSC Energia Advisor to the Corporation President

*)Expiration of the term of office in the Corporation Management, further – the same position is held. Participating interest in the issuer Charter capital: 0,0089% Person’s share in the issuer common stock ownership: 0,0089% Term of office in accordance with the labour agreement is unlimited. Information about holding more than one job by the persons who are members of the Corporation executive bodies (except for V.A. Lopota) as of January 31, 2011 is not available. Participating interests of all the persons as the members of the Corporation managerial bodies in the Corporation Charter capital are in agreement with respective shares in the Corporation common stock owned by each person. The Corporation has no stock options which could be used by the persons in the membership of the Corporation managerial bodies to acquire the Corporation shares.

Provision on remuneration of the Corporation executive bodies members

Annual General Shareholders’ Meeting of S.P. Korolev Rocket and Space Public Corporation Energia held on June 28, 2008 (Minutes No. 18) approved the Regulations on the Corporation Management, the Regulations on the Corporation single-member executive body.

There is no separate provision on remuneration of the Corporation executive bodies members. However, there is the Provision on in the Corporation (approved by the Corporation Management, Minutes No.2/2009 of 17.02.2009), the validity of which is applicable to all the Corporation employees, including its managerial personnel. Most of the incentive payments (bonuses) are based

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upon the decisions taken by the Corporation Balance Committee which is responsible for assessment of subdivisions activities and managers performance.

In 2011 work was performed on developing the system of key indicators estimating the Corporation performance and its linkage to the effective Provision on Payment for Work. The Corporation Board of Directors (Minutes No 3 of 26.12.2011) approved the key indicators of the Corporation performance. The Corporation Management (Minutes No 5/2012 of 21.03.2012) approved the procedure of the Corporation managerial personnel remuneration linked to indicator of costs reduction of purchasing goods (works, services) per unit of output.

Procedure for remuneration payment to the person holding the post of single-member executive body (President) of the Corporation is defined in the contract concluded by this person with the Corporation and approved by the Corporation Board of Directors.

Remuneration paid to the Corporation executive bodies members in 2011

Size of remuneration paid under labour agreements to the person holding the post of single-member executive body and the members of the Corporation collective executive body in 2011 amounted to totally 91 542 662 rubles of which wages and salary accounted for 57 949 332 rubles; bonuses accounted for 33 593 330 rubles.

Information about the payments made to the Corporation executive bodies throughout 2011 was disclosed in RSC Energia Quarterly report for the 4th Quarter of 2011 placed on Web page at the following address: http://www.e-disclosure.ru/portal/company.aspx?id=1615.


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6. CORPORATION STANDING IN THE INDUSTRY, ITS PRIORITY LINES OF ACTIVITY

6.1. Period of the Corporation operation in respective industry

RSC Energia has been engaged in rocket and space activities since 1946, the date of building

the team of long-range ballistic missile developers with S.P. Korolev, the General Designer of rocket-space systems, the founder of practical cosmonautics. The enterprise became the pioneer in virtually all the fields of our country’s rocket and space technology. Today RSC Energia is the leading company in Russian rocket and space industry, the head organization in manned space systems. Also the enterprise focuses its efforts on building automatic space and rocket systems, launch vehicles for orbit-to-orbit transportation, high technology systems of different applications which can be used in non-space activities.

RSC Energia, is the legal successor of OKB-1, TsKBEM and NPO Energia after academician S.P. Korolev. The Corporation was established by the Russian Federation President's Decree No.237 dated February 4, 1994 “On the Procedure for Privatizing Scientific and Production Association Energia named after S.P. Korolev” and on the basis of the Russian Federation Government Resolution No.415 dated April 29, 1994 “On Establishing S.P .Korolev Rocket and Space Corporation Energia”.

At the present time, RSC Energia is engaged in the following major areas of activities:

1. Manned Space Systems. The main customers are Roscosmos, US space agency (NASA), European Space Agency (ESA), space agencies of other countries.

2. Automatic Space Systems. The main customers are State customer, foreign customers.

3. Rocket systems. The main customers are: Roscosmos, State customer, international Sea Launch Company.

In Manned Space Systems, RSC Energia is the prime contractor for development and operation of the Russian Segment of the International Space Station (ISS). It builds and launches transport manned space vehicles Soyuz, transport cargo space vehicles Progress, modules for the Russian Segment. It provides integration services and mission control for the Russian Segment, delivers cosmonauts and cargoes to the ISS, and runs the programs of scientific research and experimentation. It provides delivery of the Russian systems for European cargo vehicle ATV and its integration into the ISS Russian Segment. It conducts research and development work on building advanced manned transportation systems, the XXI century’s space infrastructure and organizing manned expeditions to different near-earth and Solar system regions.

In the field of Automatic Space Systems, RSC Energia, using a standardized satellite bus as a basis, develops unmanned spacecraft for different space systems, including satellite communications and Earth Remote Sensing (ERS).

In the field of Rocket Systems, RSC Energia builds upper stages of Block DM type to provide launches of the GLONASS global navigation system satellites and other spacecraft under state orders. Working together with companies from USA, Norway and Ukraine, RSC Energia built the sea-based Sea Launch rocket-space complex where it operates as the prime company for the rocket segment.

In addition to this, RSC Energia supports SC injection into orbit using upper stage DM-SLB within the framework of the Land Launch program. The work is continuing on further upgrading of Block-DM-type upper stage for different applications, including those for expansion of space exploration program.

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Also project proposals are under development to build rocket-space complexes and new-generation orbit-to-orbit transportation systems, including orbit-to-orbit transportation facilities based upon onboard space nuclear power plants and electric thrusters.

To carry out its programs, RSC Energia uses launch sites and processing facilities at Baikonur cosmodrome; Odyssey Launch Platform and Sea Launch Commander assembly-command ship of the Sea Launch Complex, Mission Control Center in Korolev and other regional control centers, as well as its unique ground testing facilities.

The main kind of work in the above fields of RSC Energia activities is research and development. The key partner fulfilling the Corporation’s manufacturing orders is ZAO ZEM of RSC Energia. In the course of its work to develop high-technology space and non-space hardware, RSC Energia procures products form Russian companies to further advance its efforts in the above major areas of activity, as well as to implement investment projects aimed at improving its business efficiency.

RSC Energia has accumulated many years of experience in pulling subcontractors together and coordinating the personnel and technical potential of hundreds of companies in Russia and abroad in order to implement large-scale advanced rocket and space projects. Also this experience has been gained from implementing the programs devoted to multipurpose transport rocket-space system Energia-Buran; Salyut orbital stations; Mir orbital complex; the International Space Station; Sea Launch Complex.

By the RF President’s Decree No 1009 dated 04.08.2004, RSC Energia was added to the List of strategic enterprises and joint-stock companies.

6.2 Major competitors of the Corporation

On the world space market, the major competitors of RSC Energia are the largest foreign

corporations: the Boeing, Lockheed Martin, Orbital Science, Space X (USA), EADS Astrium and Thales Alenia Space (Western Europe). The major competitors in Russia are the Khrunichev State Research and Production Space Center, FSUE State Research and Production Space Center TsSKB-Progress, JSC Information Satellite Systems - Reshetnev Company; FSUE NPO after S.A. Lavochkin. The Corporation has a wide range of production ties with all of these companies, that is, they are, at the same time, major partners in implementation of large-scale projects.

The Corporation takes the leading position on the market of manned flights to the orbital station.

4 types of new-generation manned space vehicles are currently being developed in the USA. It is expected that they will put an end to the US “dependence upon Russia”. Start of these space vehicles operation is scheduled for 2017-2020.

Since 2006, the Lockheed Martin Company has been developing multifunctional MPCV/Orion Space vehicle within the framework of NASA state-funded human space flight program which is to ensure future flights to outer space, the ISS and unmanned SC servicing. Since 2010, NASA under the program devoted to development of commercial manned space vehicles (CCDev) on a competition basis continues financing of the development of several commercial transportation systems capable of crew members delivery to the ISS and its return to the ground.

Manned space vehicles are also being developed in Europe, India, Japan. China-made manned space vehicle Shenzhou does not compete directly against space vehicle Soyuz, because it takes no part in the ISS Program; it is not used on the commercial market either.

In order to stay competitive on the manned space vehicles market, the Corporation is involved in the development of an advanced manned transportation system (AMTS). At the present time, this work is in the engineering design stage.

In addition, the Corporation is the market leader in the ISS transport-maintenance support (TMS) which provides cargo delivery and return by transport vehicles Progress. Europe (ATV vehicle) and Japan (HTV vehicle) are currently regarded as the major competitors in TMS. This

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market segment will further see increased competitiveness on the part of the US commercial cargo vehicles Dragon (Space X) and Cygnus (Orbital Science) which are now in the process of final certification stage for flights to the ISS under the COTS Program. In order to raise competitiveness of the Corporation on this market, modification of an advanced cargo (return) vehicle based upon manned transportation system under development is currently being studied.

As far as automatic spacecraft (ASC) development and manufacturing are concerned, the Corporation major competitors are the Boeing, Lockheed Martin, ISS after M.F. Reshetnev, ISRO (India), IAI (Israel) which are involved, primarily, in state-funded programs and specialize in domestic market. The Orbital Science, Space System Loral, EADS Astrium and Thales Alenia are the major competitors which struggle for securing commercial orders.

In so doing, the Orbital Science focuses on the segment of geostationary communication and broadcasting ASC having power up to 7 kw which the Corporation is interested in, while the rest of the competitors manufacture ASC having higher power from 12 to 25 Kw. Also Russia is expected to face an increased competition on the part of China which announced its intentions to enter commercial launches market with the scheduled 12 launches per year.

At the present time, two RSC Energia-made communication and broadcasting SC Yamal-200-1 and Yamal-200-2 are operating in geosynchronous orbit. The contracts are signed with Angola for building communication and broadcasting satellites. Works are going to start in the immediate future. Decision was taken to implement commercial project of ASC Energia –100 for Ka-range wide band communication. In order to expand its presence on ASC market, the Corporation performs work on building high-orbit observation satellites, as well as develops cooperation with EADS Astrium to develop highly efficient competitive new-generation ASC.

As far as launch vehicles are concerned, RSC Energia is the provider of upper stages of DM family which can be used for launches into high-energy orbits under state and commercial programs.

On the international launch services market, the Corporation takes part in the Sea Launch and Land Launch Programs. The major competitors on this market are the Arianespace (LV Ariane 5), Boeing (LV Delta), Lockheed Martin (LV Atlas 5), Space X (LV Falcon), ILS (LV Proton M).

On the domestic launch services market, the major competitors of the Corporation are GKNPTs after M.V. Khrunichev, NPO after S.A. Lavochkin and GNPRKTs TsSKB – Progress. In order to increase its competitiveness, the Corporation makes great efforts to develop new generation of upper stages DM with highly efficient main engine having thrust of 5 tons. They are expected to be used together with LV Zenit-3 SLB and Proton-M which could increase their lifting capacity and thereby their market attractiveness.

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6.3. CORPORATION SHARE IN RESPECTIVE MARKET SEGMENT WITH RESPECT TO THE CORPORATION CORE BUSINESS AND DYNAMICS OF THIS INDICATOR

OVER THE LAST 3 YEARS

As for the manned systems, the Corporation is the leading enterprise in Russia and takes the leading position in the ISS transport-engineering support program (circular charts 1,2). Starting from the second half of 2011, Russia holds a dominant position in the manned space flight market. Only Soyuz space vehicles deliver crews to the ISS after Space Shuttle retirement.

Share of RSC Energia manned space vehicles launches under the ISS Program

Circular chart 1

Share of RSC Energia cargo vehicles under the ISS Circular chart 2

On the international launch services market, the Corporation participates in the Sea Launch and Land Launch Programs by delivering upper stages of DM type and prelaunch processing of spacecraft.

In additiona to the commercial programs, the Corporation delivers upper stages DM for launches under state-funded programs.

Soyuz 4 launches

2009 2010 2011

Soyuz Soyuz 4 launches 4 launches

9 launches 7 launches 7 launches In all In all In all

2009 2010 2011

Progress 5 launches

Progress Progress 5 launches 5 launches

11 launches 8 launches 10 launches In all In all In all

1 - emergency

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Share of launches of middle- and heavy LV with upper stages DM under state programs

At the present time, the Corporation’s share of the market for unmanned spacecraft

development and manufacture is not high. On the understanding that efficiency in the development and manufacture of competitive ASC (automatic spacecraft) is increased, the Corporation will be in a position to take a proper place on this market till 2020.

2009 2010

US DM delivery 2 launches

7 non-commercial launches

In all In all In all

2009 2010 2011

US DM delivery

3 launches

7 non-commercial launches 10 non-commercial launches

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6.4. International Space Station (ISS)

As of the end of 2011, the ISS configuration was as follows: • Russian Segment – modules Zarya, Zvezda, Pirs, Poisk and Rassvet, manned space

vehicles Soyuz TMA-22, Soyuz TMA-03M, cargo space vehicle Progress M-13M. • US orbital segment-modules Unity, Destiny, Quest, Harmony, Tranquility, Cupola,

Leonardo, European module Columbus, Japanese module Kibo, truss structure with solar arrays, robotic arm Canadarm.

International Space Station, May 23, 2011

In accordance with the approved ISS mission plan, 2011 saw the launches of four manned

transport space vehicles Progress TMA, Soyuz TMA-M and five cargo vehicles Progress M (cargo vehicle Progress M-12M was not injected into orbit due to the accident with Soyuz launch vehicle). There have been three flights of Space Shuttle Orbiters which completed the US Space Shuttle Program, as well as the flights of Japanese (HTV2) and European (ATV2) cargo vehicles.

Completed in the course of 2011 were procurement of components for assembly, testing and missions of manned transport space vehicles Soyuz TMA-21, Soyuz TMA-02M, Soyuz TMA-22, Soyuz TMA-03M which delivered to the ISS RS crews of ISS-27/28, ISS-28/29, ISS-29/30, ISS-30-31 Expeditions, as well as manufacture and assembly of next space vehicles Soyuz TMA-04M, Soyuz TMA-05M.

Four transport cargo vehicles Progress M-09M, Progress M-10M, Progress M-11M, Porgress M-13M were launched and docked with the ISS RS, Progress M-14M was assembled, Progress M-15M was manufactured.

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Three flights of Shuttle Orbiters STS-133 Discovery, STS-134 Endeavour, STS-135 Atlantis were performed.

NASA cargoes were delivered to the ISS by space vehicles Progress M (2041 kg), returned by Soyuz TMA space vehicles from the ISS (55 kg); about 234 kg of Russian cargoes were carried by Shuttle Orbiters.

All the works on ensuring docking, maintenance of transport vehicles, outfitting and support of the station serviceability scheduled for 2011 under the Mission Programs of the ISS-26-ISS-30 Prime Crews were performed. Also the activities under international programs of scientific research and experiments in Russia were completed.

Four crews of the following Expeditions: ISS-25/26 (08.10.2010 – 16.03.2011), ISS-26/27 (15.12.2010 – 24.05.2011), ISS-27/28 (05.04.2011 – 16.09.2011), ISS-28/29 (07.06.20110 – 22.11.2011) completed their work successfully. Since 23.11.2011, ISS-30 Prime Crew started its work.

In the course of 2011, activities on issuing conceptual designs for modified space vehicles Soyuz MS, Progress MS were accomplished.

Besides, documentation was released and pre-production activities were conducted for manufacturing of Node 573 CV and space vehicle TCVM for its delivery to the ISS.

At the present time, the ISS Mission Program for the period form 2012 till the beginning of 2013 is developed and approved which envisages launches in 2012 of four transport manned space vehicles Soyuz TMA-M, five cargo vehicles Progress M; European (ATV3) and Japanese (HTV3) cargo vehicles, as well as two new US-made cargo vehicles scheduled for two flights each. It will enable to provide a highly reliable operation of the ISS and comfort conditions for the station crew of six people.

Operation of the ISS Russian Segment (ISS RS) The ISS RS Mission Program for 2011 was developed and successfully implemented: 2011 saw the following launches: – 4 transport manned vehicles Soyuz TMA-M; – 4 transport cargo vehicles Progress M. About 11 tons of various cargoes and equipment were delivered onboard the ISS for crew life

support, assured onboard systems operation and conduct of scientific experiments, of which: – 1772 kg of dry cargoes for the ISS USOS; – 4162 kg of dry cargoes for the ISS RS; – 3235 kg of propellant; – 1724 l of water; – 201 kg of gases. In 2011 the following ISS documentation shared with NASA was updated: – ISS RS Specification; – Mission Program documentation for the ISS25/26, ISS27/28, ISS29/30; – strategic document under the Mission Program up to 2016; – the main rules requirements and restrictions under the Mission Program and cargo traffic; – manifested flights of space vehicles Progress, Soyuz, Shuttle and HTV; – documentation on accommodation of cargoes delivered by Progress and Soyuz space

vehicles; – documentation on life support system for 6 crew members.

Within the framework of the ISS RS scientific program being implemented: – design documentation on integration of space experiments Kaltsiy, Sloy-K, Zona-K,

Plazmida, Vynoslivost, Vektor-T, Byuon, Tritel, Kaskad, IMMUNO was updated; SE Struktura, PNEVMOKARD, Zhenshen-2, Konyugatsia, Biorisk, Konstanta, SPRUT-2, Membrana, SLS, Bioemulsia, BIF, Test, Rasteniya, Bakteriofag, Matryoshka-R, Aril and OchB were modified;

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– design documentation on integration of biaxial pointing platform (BPP) and external workstation (EWS) intended for various scientific equipment accommodation on UWS-D of the ISS RS Service Module, by plane IV was updated.

Building multi-purpose laboratory module (MLM) Nauka Roscosmos has awarded the contract for development work DM ISS (MLM) for the period

from 2010 to 2011. In December 2011, Roscosmos awarded the contract for performance of DW ISS (MLM) for

the 2011-2013 period. 2011 saw testing of experimental hardware MLM - А77KML, B77KML, V77KML, as well

as assembly of integrated stand-hardware 3Х77KML and flight hardware 77KML. Article for body static and cycle tests: article А77KML Completed were strength static and cycle tests of article A77KML assembly A2 which

consists of bodies PGO-1 and PGO-2, new spacer between conic bottom and docking assembly (DA); mounting structure of additional radiation heat exchanger (RHE additional). Assembly A2 was outfitted by payload fairing (PLF) and launch vehicle stiffness simulators, load-carrying simulators of pneumatic pushers on PLF. As a result, assembly 2 was transformed into assembly 3.

Assembly A3 was subjected to static tests to verify strength of newly developed intermediate section (IS) which were completed in January 2012.

Article for testing newly-developed mechanisms (stand-alone testing of 26 new

assemblies and mechanisms): article B77KML Tests of experimental MLM articles were continued to verify strength of the module and its

elements structure. By the end of 2011, stand-alone testing of 11 newly-developed assemblies and mechanisms was completed and tests of 12 such assemblies and mechanisms were continued.

Article for testing dynamic strength of attachment points for newly launched MLM

hardware: article V77KML Completed were assembly V1 tests to verify attachment points strength of hardware in the

transportation stage which consists of pressurized adapter (PA) and PGO-3 bodies along with the interior prime structure and weight-dimension mockups of hardware. Assembly V1 was outfitted by mass-stiffness simulators of ERA and solar arrays to become assembly V2.

Assembly V2 was subjected to dynamic tests to verify strength of hardware attachment points in launch phase modes, autonomous and orbital flight modes, which were completed in February 2012.

Integrated electrical stand of MLM (MLM full-scale mockup): article 3Kh77KML In order to ensure timely commissioning of integrated electrical stand-full-scale MLM

mockup (article 3Kh77KML), in November 2011 the mockup was transported form GKNPTs after M.V. Khrunichev to RSC Energia for its final assembly and preparation of electrical tests. Completed were the works on devices and units installation, mounting and connection of onboard and test cable network. In December 2011, the article was formally handed over to MTS (KIS) of RSC Energia for factory test checks.

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MLM flight article: article 77KML The article was handed over to the assembly shop at GKNPTs after M.V. Khrunichev and

works started to install pipelines; manufacture of completing items is nearing completion at RSC Energia.

Integrated electrical stand of MLM at RSC Energia MTS (KIS) Building Node On January 13, 2011 Scientific-Technical Board was held which reviewed and approved the

Node conceptual design (CD) materials. In accordance with the Board decision, the CD materials were sent for examination to FSUE TsNII of Machninebuilding, the results of which were used to prepare the Schedule for Implementing Measures to Eliminate Remarks Available in the Conclusion of FSUE TsNII of Machinebuilding of Node CD No 573GK-3/106-11. Node CD was updated in accordance with the Schedule.

Throughout the year, activities were conducted to release design documentation on Node manufacture, including updating of design documentation on the results of design documentation issue, including updating conceptual design for the ISS RS relative to Node module integration.

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Overall view of Node

Development of scientific-power modules (SPM) In late 2010, Roscosmos awarded the contract for DW ISS (SPM). In October 2011 technical

proposal for scientific-power modules was developed and issued. Materials of the technical proposal were approved and accepted by the customer.

Overall view of scientific-power module

Pressurized compartment

Unpressurized compartment

Solar arrays

5820

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Development of scientific-technical reports (STR) under Roscosmos order The following STRs were developed in 2011 at RSC Energia within the ISS project in

accordance with Roscosmos Head Order (Minutes of the Meeting held by Federal Space Agency Head NoVP-61 of 07.09.2011):

1. On ISS deorbiting operation. The report covered deorbiting capability assessment using available ISS RS facilities and

newly-developed transfer vehicle. The report addressed alternatives of the ISS deorbiting using available cargo vehicles and newly-developed transfer vehicle.

2. On ensured conduct of the experiment on the simulated flight to Mars onboard the ISS RS taking into account the results of Mars-600 experiment (Mars-ISS space experiment).

Mars-ISS SE is aimed at testing in actual space flight conditions of the International Space Station some problems of biomedical, operational and technical support of superlong manned space flights, including problems of crew training, medical safety and efficient crew activity on the surface of planets to be explored.

European Automated Transfer Vehicle Unmanned cargo transportation spacecraft ATV is intended for delivery and transfer to the

ISS of cargoes, liquids and gases, as well as for removing from the station all kinds of waste, including crew waste products, equipment and other hardware items no longer needed onboard the ISS.

ATV in interaction with the ISS RS implements operations to control motion of the ISS center of mass and rotation about its center of mass, including:

− maneuvers to change the ISS orbital parameters (space debris avoidance maneuver, the ISS orbital reboost maneuver);

− desaturation of the control moment gyros on the station − ISS attitude control. The following works have been accomplished in 2011:

1. The following equipment was delivered: – Kurs equipment for ATV-4, ATV-5; – ground testing equipment; – fueling cocks for the refueling system; – propellant and logos for ATV-3.

2. Set of Russian systems FM-5 for ATV-4 spacecraft was manufactured. Tasks for 2012:

1. Deliver a set of Russian systems FM-5 for ATV-4 spacecraft. 2. Deliver propellant for ATV-4 spacecraft. 3. Manufacture spare parts and accessories kit for the instruments of the Russian Equipment

Control System (RECS), the docking system avionics (RDS).

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6.5. TRANSPORT-ENGINEERING SUPPORT (SOYUZ, PROGRESS AND OTHER SPACE VEHICLES)

For transport-engineering support of the ISS, the following space vehicles are processed and

launched:

• 4 transport cargo vehicles Progress M (a total mass of the delivered cargoes amounted to 9632 kg):

Progress M-09М with launch date of 28.01.2011; Progress M-10М with launch date of 27.04.2011; Progress M-11М with launch date of 21.06.2011; Progress M-13М with launch date of 30.10.2011;

• 4 transport manned space vehicles Soyuz TMA (a total mass of the delivered cargoes amounted to 654,3 kg, a total mass of return cargoes was 182,4 kg):

Soyuz TMA-21 was launched on 05.04.2011, its crew consisted of A. Samokutyaev, A, Borisenko, R. Garan;

Soyuz TMA-02М was launched on 07.06.2011, its crew included S. Volkov, M. Fossum, S. Furukava;

Soyuz TMA-22 was launched on 14.11.2011, its crew included A. Shkaplerov, A. Ivanishin, D. Berbank;

Soyuz TMA-03М was launched on 21.12.2011, its crew comprised O. Kononenko, A. Keipers, D. Pettite.

Progress M-12М cargo vehicle was lost on 24.08.2011 due to the launch vehicle accident. Preliminary design materials on the next modernization phase of transport manned space

vehicle Soyuz MS and transport cargo vehicle Progress M were released. Modernization will further enhance reliability of space vehicles operation: introduction of satellite navigation system GLONASS/GPS; S-band radio link to provide permanent radio-communication through relay satellite; upgraded relative measurements system Kurs NA, as well as communication and direction-finding system Rassvet 3BM.

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6.6. SCIENTIFIC-APPLIED EXPERIMENTS AND RESEARCH ON THE ISS

In 2011 the ISS Russian Segment was used to continue space experiments within the

framework of the Programs implementing scientific-applied research (SAR) over the period of four ISS-26, ISS-27, ISS-28, ISS-29 main expeditions.

In order to implement SAR programs, more than 772 items of scientific equipment and apparatus as part of the mission payload complex with a total mass of about 1086 kg were accommodated onboard of the ISS RS modules.

When 50 years have passed since the pioneer space flight performed by Yu.A. Gagarin, special reportings and experiments devoted to publicizing national manned cosmonautics achievements were carried out on RSC Energia’s initiative. Particular emphasis should be placed on microsatellite Kedr development and launch. Throughout its autonomous flight, welcoming messages in 15 languages in honour of the 50th anniversary of Yu. A. Gagarin flight were transmitted in ham radio wave band.

Launch of microsatellite Kedr

Active outfitting of the earlier-built external universal workstations (UWS) with

sophisticated high technology and research equipment continued: – on UWS in plane IV of Service Module (SM), assembly of laser communication systems

BTLS-N and monoblock of Foton-Gamma equipment was carried out to study atmospheric gamma bursts and optical radiation under lightning activity conditions;

– on UWS in SM plane II, panoramic radiometer is installed to measure underlying surface brightness temperatures with the use of linear polarization of radiation to be received for evaluation of vegetation and biomass moisture, sea salinity from space on a regional and global scale.

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Foton-Gamma equipment

Panoramic radiometer RK-21-8 In order to improve technical capability of the Russian Segment for conducting the

experiments in 2011, SM was used to put into operation high-rate radio system of data transmission (DTRS) in radio-frequency spectrum X band with throughput up to 100 Mbit per second which ensures downlinking of 3,7 Gigabytes during a 5-minute communication session.

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Main results of implementing scientific programs on the ISS RS in 2011:

2010 2011 Change The number of SAR programs carried out during main expeditions 4 4 0,00 %

The number of space experiments carried out, 51 56 + 8,93 % including, – new experiments 6 6 0,00 % Total number of experimental sessions 1607 1664 + 3,43 %

Crew time spent on scientific research, hours 1139 1140 + 0,08 %

Mass of scientific hardware delivered to the ISS RS, kg 382 420 + 9,05 %

Mass of returned kits with experimental results, kg 83 81 - 2,41 %

Mass of mission payloads onboard the ISS RS, kg 1016 1086 + 6,45 %

Special features of the scheduled areas of research specify cargo traffic of hardware and

consumables to the station for carrying out scientific program and return of the results obtained to the ground.

Insignificant reduction in mass of the returned kits (as compared with the figures in 2010) with the results of the conducted experiments was due to the fact that the main component of the results produced on the ISS RS in 2011 was information transmitted in on-line mode over communication channels or returned by digital carriers in descent modules. In so doing, in 2011 20 kg of research objects used in biotechnological experiments were returned to the ground (as many research objects as there were in 2010).

Overall, in 2011 the ISS RS maintained positive trend towards buildup of mission payloads for performance of virtually all nomenclature of subject areas of research included in the SAR long-term program.

Area of research Quantity of experiments sessions

Physicochemical processes and materials in space environment 2 12

Geophyiscs and near-earth space 7 89 Biomedical research 10 141 Earth Remote Sensing 4 1065 Solar system studies 1 3 Space biotechnology 16 32 Technical studies and experiments 9 268 A study of physical conditions in space in the ISS orbit 1 19

Education and publicizing of space studies 5 34 Experiments under contracts 1 1

In all 56 1664 Under SAR programs, 159 kits with the experimental results having a total mass of 81 kg

have been returned to Earth and handed over to 20 Russian scientific organizations. Over the entire period of the ISS utilization in a manned mode till the end of 2011, 103 experiments from the SAR long-term program (48,5 %) were started, of which 42 experiments had been completed.

Owing to the work done by cosmonauts on the ISS RS the Russian scientists have managed to test new Earth remote sensing methods to obtain important data about environment and monitor

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ecological catastrophes and natural disasters areas; produce practically significant results of studying biological objects’ behavior in zero gravity (including growing high-quality protein crystals and decoding of their electronic structure which is necessary for development of highly efficient medicines); investigate features of physical processes proceeding in liquids, gases, metals and semiconductors in space environment; study new structural materials and coatings.

Overall, the results of conducting scientific research onboard the ISS RS in 2011 testify to the fact than all the required prerequisites are available for further efficient utilization of the ISS RS in execution of the Russian long-term SAR program. Content of mission payloads system and infrastructure built by the end of 2011 onboard the ISS RS modules will make it possible to continue conduct of scientific and applied research for generation of new knowledge; test advanced space technologies and educate new generation of engineers and scientists.

2117 sessions of experiments, observation and investigations were conducted under

scientific-applied studies program onboard the ISS RS:

Area of research Quantity of sessions

Earth remote sensing 1258 Technical studies and experiments 314 Biomedical research 218 Geophysics and near-earth space 201 Education and publicizing of space exploration 47 Space biotechnology 36

Study of physical conditions in space in the ISS orbit 24

Physicochemical processes and materials in space environment in the ISS orbit 13

Solar system studies 5 Works and experiments under contracts 1 Total: 2117

Under scientific-applied research program with crew members participation, 1397 sessions of

the experiments, observations and studies were conducted, while 720 sessions with no crew involved were conducted (in an automatic mode).

419,9 kg of scientific equipment and consumables with the investigation results were delivered to the station to execute research program. 81,2 kg of scientific equipment and materials with the results of the studies conducted were returned to the ground.

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6.7. NEW-GENERATION MANNED SPACE VEHICLE

In accordance with state contract dated 20.12.2010, technical project is being developed (with completion date of 20.12.2012) for Advanced Manned Transportation System (AMTS) of the first phase, which includes Manned Space Complex for maintenance of the orbital stations.

Manned Space Complex for orbital stations maintenance provides delivery of crew up to 6 people and payload of 500 kg by mass to the station and their return to the ground.

The scope of work on AMTS accomplished in 2011:

• 118 technical specifications under contracts with related organizations were developed and approved. 102 contracts were concluded with related organizations. • Related organizations released 14 scientific-technical reports under the contracts for 2011. • 5 aerodynamic models for investigation of recoverable module and integrated gas bottle aerodynamic and gasdynamic characteristics were manufactured. • Theoretical studies were conducted whose results were verified in wind tunnels on the models manufactured. • Supplement to TS (Technical Specification) was developed which includes the Manned Space Complex for flights to the Moon ensuring delivery of crew up to 4 people and payload of 100 kg to near earth orbit and their return to the ground-earth orbit and their return to the ground.

Overall view of the Manned Transport Space Vehicle for servicing orbital stations

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6.8. LAUNCH VEHICLES

Launches of upper stages in 2011. Altogether, there have been two spacecraft launches using DM-type upper stages (US):

• On September 25, 2011 by LV Zenit-2S with US DM-SL SC Atlantic Bird-7 under the Sea Launch Program;

• On October 6, 2011 by LV Zenit-2SB with US DM-SLB SC Intelsat-18 under the Land Launch Program.

US launch and ongoing operation monitoring is ensured with the Corporation specialists participation.

In 2011 no services to launch spacecraft by means of the Proton rocket-space complex were provided.

Development of an advanced multifunctional engine 11D58MF to be used on modified

US 11S861-03. The following problems have been solved in 2011 in the course of activities aimed to build

multifunctional engine 11D58MT in accordance with the approved schedule:

– development of the baseline scope of working design documentation on the engine was completed;

– preproduction activities were conducted at OAO KRASMASH which resulted in manufacturing of the basic engine components (pump-drive assembly, pneudraulic automatics units, gas generator, ampoule of starting fuel, full-scale combustion chamber prototypes);

– workstations were prepared on experimental testing department stands for conducting autonomous development firing tests of gas generator and integrated tests on experimental installation for sets of full-scale prototype combustion chambers together with gas generator and stand pump-drive assembly for oxidizer and fuel.

The above main activities conducted in 2011 will provide background for bildup in 2012 of autonomous testing of the main engine components, finalize preproduction at OAO KRASMASH and upgrade test-bed facilities at OAO RSC Energia to initiate firing design development tests in 2013 as foreseen in general schedule for building engine 11D58MF.

6.9. AUTOMATIC SPACE COMPLEXES AND SYSTEMS

Manufacturing in the Corporation of highly reliable modern unmanned spacecraft with long

and very long active life is in compliance with current international requirements and standards. The following resources are available for this purpose:

• skilled engineering and technical personnel; • computer-aided workstations integrated into distributed corporate Intranet network; • electronic database for normative-technical documentation; • assembly and test facility and shop of industrial ultrapurity; • experimental facilities which make it possible to conduct various tests (strength,

vibration, acoustic, thermovacuum, integrated, electrical, etc.) and provide technical inspection of satellite components and test articles (materials, instruments, systems, structures, mockups, assembled spacecraft, etc.) with the aim to verify and assure the customer-required reliability of unmanned spacecraft being built.

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In the development of automatic space complexes and systems RSC Energia uses thoroughly tested multipurpose unpressurized space bus which enables to implement projects of satellites of different applications (navigation, Earth remote sensing, monitoring, etc.) using modular concept.

6.10. SEA LAUNCH ROCKET-SPACE COMPLEX

The main outcome of 2011 is resumption of the Sea Launch Rocket-Space Complex

operation. At the present time, the Sea Launch continues to be the only international commercial project

in the field of the development, manufacturing and operation of rocket-space technology. As of the end of 2011, thirty one launches of heavy SC serving different purposes were performed.

At the end of quarter I 2011, the Home Port started operations on annual maintenance work for the Rocket Segment systems and equipment (AMW-2011).

On July 14, 2011 the ship-transporter supplied DM-SL upper stages delivery kits to the Home Port to meet contractual obligations of the Corporation concerning forthcoming missions of Atlantic Bird-7 and Intelsat-19.

From July through December 2011, the required repair/maintenance works were performed, as well as calibration testing of the Rocket Segment checkout and testing equipment (CTE).

On July 30, 2011 buildup of the activities took place on processing and launch of the Atlantic Bird-7, the first mission following the Sea Launch Company reorganization.

After successful ILV preparation activities and its “dry” roll-out in the Home Port, Launch Platform (LP) (on September 8, 2011) and Assembly-Command Ship (ACS) (on September 11, 2011) departed the Home Port and headed straight for their destination (launching area). Integrated Launch Vehicle Zenit-3SL with spacecraft Atlantic Bird-7 were launched from the Pacific Ocean launch point (in Christmas Island area) with the following geographic coordinates: latitude 0 degrees, Longitude 154 degrees W, on September 24, 2011 at 20 hours 17 minutes 59, 066 seconds Greenwich time (on September 25, 2011 at 00 hours 17 minutes 59, 066 seconds Moscow time). SC delivered to geosynchronous orbit is owned by the Eutelsat Company.

After performance of the launch operations and final operations, ACS headed straight for the Home Port, while LP moved in the direction of Hawaii for putting launch personnel ashore and unshipping processing equipment of SC customer.

On October 7, 2011 LP departed towards Malaysia where in “dry” dock required activities are expected to be conducted.

Also works in “dry” dock are scheduled to be conducted for ACS in Vancouver or Victoria (Canada).

In the course of 2011, the Corporation conducted activities on manufacturing of US DM-SL upper stages with manufacturing completion dates scheduled in 2012. What is more, a large scope of works has been conducted on analytic integration and mission analysis in accordance with the Model Plan of Payload Integration for three missions with a new functional distribution among RSC Energia, Energia Logistics Ltd (ELUS) and the Boeing (BCSC).

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6.11. LAND LAUNCH ROCKET SPACE COMPLEX

For accounting period, activities were conducted to manufacture upper stages US DM-SLB

No 5L and No 6L, with manufacturing completion dates scheduled for August 2011 and August 2012, correspondingly.

Technical Project for SC Intelsat-18 adaptation to Rocket-Space Complex Zenit-M was developed and released.

In 2012 it is scheduled to develop the required operational documentation and perform simulation of flight task on SC Amos-4 launch. SC Amos-4 launch date is to be clarified.

Major tasks for 2012

Work Quantity Customer Manufacturing of DM-type US

Manufacture of US DM-SL 4 Sea Launch Payload Integration and Mission Analysis in support of launching SC Intelsat-19, Intelsat-21, Eutelsat W5A

3 Sea Launch

Manufacturing of US DM-SLB 1 OOO MKU Payload Integration and Mission Analysis to support launch of SC Amos-4

1 OOO MKU

Launches of DM-type US As part of Proton RSC (30.03.2012) 1 Government customer Under the Sea Launch Program (20.05.2012, 16.07.2012, 01.11.2012)

3 Sea Launch

6.12. Flight operation, tests of rocket-space complexes and systems

During 2011 the following main tasks were carried out in the field of flight operation, tests of

rocket-space complexes and systems: • ISS RS flight control and conducting activities to support continuous operation of

operative modules and transport vehicles of the ISS RS, maintain survivability of the ISS RS in arising off-nominal situations; perform ISS RS flight tests and implement scientific research program;

• organized operation of ground automated control complex (ACC), including fiber-optics communication channels, in continuous operation mode; its modernization with the aim to expand its functions and extend its service life, assure reliability, robustness and flexibility of flight control system in the round-the-clock mode of its operation;

• upgrading of the ISSRS modules onboard systems equipment aimed at extending their functions, enhancing reliability and eliminating remarks during flight tests by means of repairs or replacement of equipment being operated for high technology-based equipment;

• engineering of the ISS RS operation, including development and updating of operational documentation (OD) and software, theoretical and practical training of ISS crews and LOCT

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personnel, coordination of activities to be conducted by rocket-space industry organizations for high-quality flight testing;

• sustaining engineering of Yamal orbital constellation communication satellites flight; • development modernization and assured operability of cosmonauts training hardware; • ensured activities on launch vehicles flight opeation. Key activities conducted to fulfill the above tasks: • assured flight operation of the ISS RS during conduct of expeditions ISS-26, ISS-27, ISS-

28, ISS-29, ISS-30; • flight control of 3 manned space vehicles Soyuz TMA (serial Nos 230, 231, 232); • flight control of 3 modified manned space vehicles Soyuz TMA-М; • flight control of 6 cargo vehicles Progress M-М; • support of operations with European cargo vehicle ATV-2; • ISS RS flight control together with Shuttle Orbiters (STS-133, STS-134, STS-135); • crew work support during conduct of extravehicular activities (EVA-27; EVA-28; EVA-

29); • support of the ISS RS systems outfitting operations and maintenance of the station

serviceability; • conduct of Radar-Progress experiments onboard cargo vehicles Progress M-М; • support of operation and modernization of ground automated control system (GACS),

including operation of optical communication channels, to extend its functions and prolong its service life;

• assure theoretical and practical training of the ISS crews and LOCT personnel; • ensure coordination of the activities to be conducted by rocket-space industry

organizations for a high-quality flight tests performance on the ISS RS; • handling the issue of nonconformances arising during flight operation of Yamal orbital

constellation communication satellites; ensuring on-line engineering support of the constellation flight operation;

• flight control of upper stages DM-SL No 31 and DM-SLB in performance of commercial satellites launch tasks.

Completely fulfilled were the contractual obligations to the Customers (Federal Space

Agency, OAO Russian Space Systems, OAO Gazprom Space Systems): • scientific-technical products were accepted by the Customer within the period stipulated

by the contract; • scientific-technical products were sold for the amount of 4 413,7 mln rubles; • funds were received from the Customer in proper time. Results: • the work performed ensured implementation of the ISS Mission Program and fulfillment

of the Federal Space Agency obligations to the International Partners; • the work performed made it possible to enhance reliability of the ISS RS onboard

systems, extend GACS functions, provide its longer service life, assure reliability, robustness and flexibility of flight control system in the-round-the-clock operation mode;

• work is accomplished on sustaining engineering of Yamal orbital constellation communication satellites flight and engineering support of 2 launches of the Corporation-developed launch vehicles.

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6.13. USE OF SPACE TECHNOLOGIES FOR THE BENEFIT OF NON-SPACE PRODUCTION

The main activities were conducted along the following lines: – supervision of serial production of prosthetic and orthopedic products (POP) modules with

respect to reduction in these products cost; – extended standard size range of POP modules developed and manufactured by the

Corporation at the expense of highly functional modules; – building upper limb prostheses with biopotential control using new control concepts. As far as the first line of activity is concerned, activities were conducted to change the

materials for cheaper ones; improve design of modules being produced; replace standard attaching parts for identical DIN Standard parts.

What is more, DD on POP parts and assemblies (whose manufacture is inexpedient at ZAO ZEM) is prepared and handed over to outside organizations with acceptable cost indicators.

Knee modules are increasingly used in modern prosthetic appliances with independent control of flexion and unbending, as well as energy-saving feet using composite materials which enable to control heel height. Design documentation was developed on these products in 2011 and handed over to ZAO ZEM for manufacturing.

Development of upper limb prosthesis with biopotential control is the main direction of research activities on this subject the Corporation is involved in. In 2011 it was scheduled to complete experimental work on testing the main prosthetic effector-electromechanical hand. Completing items were developed; hand control system was developed and produced, as well as the required electric power source. In addition, the program-procedure of development tests was released; appropriate tooling was manufactured. However, due to delay in manufacture of test articles by ZAO ZEM, some of the work on experimental testing was postponed to 2012. Of special note are the activities aimed to build prosthesis control system as a whole. By using scientific-technical potential available at MGTU after N.E. Bauman in the field of biotechnical systems, it became possible to state and confirm experimentally the main concepts of building prosthetic control system in the shortest possible time. The chosen technique of initiating control signals used in this system is unique (has no analogs worldwide) and significantly increases functional capabilities of disabled persons with upper limbs defects caused by amputation. MGTU after N.E. Bauman, SPb NPTsER after Albrecht and OOO Mikroprivod contributed to this line of activity. In support of further activities on this subject, in 2011 an application with the required substantiantion of financing activities within FTP “Development of the Russian Federation Pharmaceutical and Medical Industry for a Period till 2020 and Further Prospects” was prepared and submitted to Minpromtorg of Russia.

The required operational documentation continued to be sent to Russian prosthetic and orthopedic enterprises. The Corporation took part as the Honourary Sponsor in the Russian national congress “Man and His Health” activities.

In 2011 a total volume of works performed on the above subject was for the amount of 12 231,9 thousand rubles, including those under the Corporation investment projects for the amount of 9673,7 thousand rubles.

Mathematical model of electromechanical hand

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Works accomplished for OAO RZhD

In 2011 experimental operation of fuel cell-based power plant (FCPP) as part of power supply car of repair-wrecking train intended to ensure repair work in tunnels was in progress. The power plant was manufactured at RSC Energia together with VIECP in 2008 and made it possible to provide repair work in tunnels within 48 hours with no gas contamination. Repair activities were conducted within experimental ring road in the town of Scherbinka along with specialists from OAO VNIIZhT.

From September 7 through 10, 2011, power supply car was exhibited in the IIIrd International Railway Show EKSPO 1520.

Testing of electromechanical hand on test disabled person

Power supply car of repair-wrecking train

Fuel cell-based power plant designed for 80 kW

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6.14. Hydrogen technologies

The work done for the Keldysh Research Center: – the results of experimental investigations of hydrogen power modules assemblies and units

were reviewed; – electrotechnical cell Н9.0000-0 with solid polymeric electrolyte based upon home-made

modified membrane was developed and tested. Experimental electrochemical cell is designed to study processes in membrane-electrode unit and may operate both in fuel cell mode and in electrolyzer mode.

Overall view of electrolytic cell elements

Activities conducted under investment project “Development and Preparation for Serial Production of Electrolytic Plant with High-Pressure Water Electrolyzer (up to 35 MPa) of Space and Commercial Application” (No. 405 of 27.09.2011):

– preliminary design on electrolytic plant 524ГК.0000-0 was developed; – mockup electrolytic plant H51.0000-0 with high-pressure test electrolyzer was

manufactured and tested.

Mockup electrolytic plant Н51.0000-0 on test bed

Plant 524ГК.0000-0 with high-pressure water

electolyzer

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6.15. International activities of the Corporation

International activities are a high-priority area of RSC Energia business strategy. Carrying

out projects under international programs and contracts constitutes a considerable proportion of the Corporation’s work. This includes a wide range of activities such as deliveries of space hardware, space missions, in-orbit services, experiments in space, provision of launch services, collaborative project activities, etc.

In 2011 the situation on the world market of Space Services continued to grow more difficult. There was a continuous growth of competition in newly-developed manned space vehicles. Trying to get rid of their dependence of Russia under the ISS Program, the USA encouraged development of commercial space vehicles to deliver cargo to the space station (Dragon, Cygnus and other space vehicles), as well as manned space vehicles MPCV/Orion, CST-100, etc. National manned space programs continued to evolve in Europe, Japan, Chine, India. Foreign and domestic competition in launch services and satellite systems became stronger.

The key organizational and technical issues to be addressed in 2011 were:

• supporting ISS operation with an international crew of six members, including integration of the Russian Segment with the US Orbital Segment and with equipment built by other international partners;

• concluding and carrying out foreign contracts for work and services; • collaborative efforts to be undertaken relative to advanced space projects in the field

of manned space missions into deep space;

• management of work under the Sea Launch and Land Launch Programs;

• predicting developments in world cosmonautics for the next 20 years. Studying international market for the products of RSC Energia, evaluation of possible market moves of the Corporation’s competitors, etc.

Joint activities of the corporation specialists and related organizations resulted in notable

quantitative achievements. Information about space launches under RSC Energia international programs over the last two years is shown in the following Table:

*) –with due regard for launch abort in August 2011 In 2011 RSC Energia was fully responsible for rotation of international crews on the ISS and

partially responsible for supplying them with life support and scientific hardware. Delivered to the ISS as a part of Soyuz crews were 6 foreign citizens, including four US citizens, one citizen of Japan

Name Year

2010 2011

1.

ISS Soyuz space vehicles

Progress space vehicles

ISS RS modules

ATV

4

5

1

0

4

5*

0

1

2. Sea Launch 0 1

3. Land Launch 0 1

Total: 10 12

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and one citizen of Netherlands. During the same period the crews of four ISS Expeditions were returned to Earth.

Crew of the 28th Main Expedition onboard the ISS Along with crew rotation, Soyuz and Progress space vehicles delivered to the ISS more than

1600 kg of foreign cargoes. In support of the space station operations, a large amount of joint research and development

work was done to define the ISS Program and configuration; to integrate the ISS RS and USOS systems; to assure safety of the crews onboard the ISS; to coordinate and provide expanded resupply traffic; to coordinate, allocate and keep track of the use of the ISS RS resources between international partners; to support the work of more than 50 technical bilateral and multilateral work groups.

The work of RSC Energia in support of the ISS operation in manned mode generated a lot of public interest both in Russia and abroad. The Russian space vehicle launches, dockings and landings were witnessed as a rule by foreign and Russian representatives of governmental agencies and mass media, relatives of the crewmembers, students, etc. For this purpose, in 2011 RSC Energia specialists organized trips to and participation in the joint events/activities at Baikonur launch site for 21 foreign delegations totaling 121 persons. In 2011, representatives of forty two organizations from thirteen countries of the world (115 delegations of more than 700 persons in number) visited the Corporation.

In 2011, RSC Eneriga continued its work on the European spacecraft ATV. Under the contract concluded with Roscosmos, RSC Energia manufactures and delivers three Russian onboard systems for ATV, as well as conducts the activities on ATV missions operations support; engineering support of Russian systems in the space vehicle assembly and prelaunch processing phases; supplies. Russian propellant components for the ISS via ATV and performs some other work and services.

Spacecraft ATV-2 Johannes Kepler was launched on February 17, 2001 from Kourou cosmodrome in French Guiana using launch vehicle Ariane V. The spacecraft mission has been successfully implemented with the Russian side participation. Throughout 2011, work was performed on mission ATV-3 Edoardo Amaldi. The Spacecraft launch was slated for March 2012.

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ATV-2 Johannes Kepler as part of the ISS Russian Segment

In 2011 activities were resumed under the Sea Launch Program. On September 24, 2011 the

Sea Launch AG Company successfully injected into orbit of telecommunication satellite Atlantic Bird-7 form the sea-based Launch Platform Odyssey placed in equatorial area. RSC Energia-made Upper Stage DM-SL was part of launch vehicle Zenit-3 SL. This launch became the thirty first under general list of the performed launches within this Program.

Under the Land Launch Program, Rocket-Space Complex Zenit-3 SLB as part of launch vehicle Zenit-2 SB and with Upper Stage DM-SLB injected into target geotransfer orbit telecommunication spacecraft Intelsat-18 on October 6, 2011.

Growing influence and confidence in the Corporation projects contributed to a positive Corporation image. RSC Energia became a strong competitor. With the agreement signed between RSC Energia and European EADS Astrium (June 2011), the Corporation Programs were brought to a new level.

Throughout the year, precontract

activities were underway to ensure the entry of the Angosat contract into force.

In 2011, a large volume of work was performed to determine a potential RSC Energia participation in building American manned space vehicles CST-100 (Boeing) and MPCV/Orion Lockheed Martin; in so doing, no actual results have been produced.

RSC Energia and Roscosmos delegation is being familiarized with the progress in the development of an advanced manned space vehicle MPCV/Orion at Lockheed Martin Test Facility (December 2011).

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Concurrent with the above activities, evolutionary development of the ISS Program

continued. In late august 2011, the representatives from space agencies of Canada, France, Germany, Italy, Japan, Korea, Russia, Great Britain and USA were brought together to draw up space exploration program. The Strategic Plan developed by the International Space Exploration Coordination Group (ISECG) starts from the ISS support and continues through Solar system exploration, lunar landing or asteroid landing and ends with Martian landing. Activities aimed to study deep space were conducted within the framework of the meetings held with the US industry representatives.

RSC Energia representatives took part in the following events:

• in the meeting of the International Space Exploration Coordination Group (ISECG) held at Houston, USA;

• in the meeting under Multilateral Cooperation Agreement between RSC Energia – Lockheed Martin – Astrium-ST – Mitsubishi Heavy Industries within the ICM Program held in Houston;

• in international symposium entitled “Maximum Efficiency with Making the Best Use of Possibilities” held in Strasbourg, France;

• in international conference “ISS and Mars” held in Washington, USA;

• international conference of AIAA entitled “Navigation, Guidance and Control, Flight Dynamics in the Atmosphere and Computer Simulation of Aerospace Systems in the city of Portland, USA;

• in the International Space Exploration Coordination Group (ISECG) meeting in the city of Kyoto, Japan;

• in the SSCB meeting held in Venice, Italy;

• in the top-level management meeting between the representatives from Roscosmos, the Boeing, Lockheed Martin held in Houston and Denver, USA.

RSC Energia’s achievements and technologies were repeatedly showcased at high-profile

international exhibitions, shows, congresses, conferences. At such forums, the Corporation president and leading specialists met with the representatives of respective agencies and companies promoting thereby expansion of business connections with partners from abroad and conclusion of new commercial contracts.

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RSC Energia participation in international exhibition (shows) in 2011.

• “Scientific-Technical and Innovative Achievements in Russia”, from 12 through 15 of May, in the city of Madrid, Spain, in exhibition complex Feria de Madrid;

• 49th International Aerospace Show “Paris-Le Bourget-2011”, from 20 though 26 of June, 2011, France;

V.A. Lopota and F. Ok in the presence of the Russian Federation Government Chairman V.V. Putin are signing cooperation agreement between RSC Energia and EADS Astrium in June 2011, Le Bourget.

• Anniversary Xth International Aerospace Show (MAKS-2011) held in the vicinity of Moscow (town of Zhukovskiy) form August 16th through 21th;

• 62nd International Astronautical Congress IAC-2011, form October the 3rd through 7th, in the city of Capetown, the Republic of South Africa.

V.V. Putin standing on RSC Energia test bed after examination of the concept-model of a new-

generation manned space vehicle

V.A. Lopota, V.V. Putin, V.A. Popovkin, S.B. Ivanov near RSC Energia test bed

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The following types of work conducted to support the Corporation international activities can be noted:

• nineteen issues of newsletter “Marketing information”; issue of twelve information – analytical reviews devoted to long-term themes, competitive technologies, scientific programs;

• issue of eight reference-analytical subject materials, including materials on advanced manned and cargo vehicles, promising launch vehicles, analysis of world space market, “road map” on space exploration missions, etc.;

• monitoring of different international groups activity with respect to defining prospects for space-related development, in particular, - International Space Exploration Coordination Group (ISECG); preparation of materials for scheduled meetings;

• preparation of materials on long-term utilization of the ISS;

• drawing up the Corporation innovative development program;

• preparation of information and promotional-presentation materials for holding meetings, talks with participation of foreign specialists, etc.

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7. MAIN LINES OF THE CORPORATION ACTIVITIES AND ITS DEVELOPMENT PROSPECTS

7.1. INFORMATION ABOUT STRATEGIES AND PROGRAMS OF SOCIAL DEVELOPMENT AVAILABLE IN THE CORPORATION

1. Corporation Work Program for 2011 was approved by the Board of Directors on

September 2, 2011; Minutes No7. 2. Basic principles of the Corporation development strategy for short-term, medium-term and

long-term periods are approved by the Board of Directors on April 22, 2011; Minutes No 9. 3. Corporation innovative development program for a period from 2011 through 2020 was

approved by the Corporation Board of Directors on July 14, 2011, Minutes No1.

7.2 Level of investments with breakdown by financing sources

Item No Name

2011 год

Target figures, thousand rubles

Actual figures, thousand rubles

1. Financing sources 1 552 935,5 1 277 888,6

1.1 Depreciation 143 500,0 212 328,6

1.2 Net profit 267 583,5 267 583,5

1.3 Investment credits 1 001 852,0 656 639,6

1.4 Special-purpose funding 140 000,0 141 336,9*

In addition, co-investors funds and shared funding of residential construction 1 510 000,0 1 780 357,1

2. Expenditures 1 552 935,5 1 277 888,6

2.1 Innovative development fund 374 971,5 206 006,0

2.2 Target projects 357 605,3 276 065,9

2.3 Capital investments 820 358,7 795 816,7

2.4 Financial investments - -

In addition, expenditures for residential construction 1 537 112,6 2 465 409,2

*) –including the balance of the receipts for 2010 for the amount of 336,9 thousand rubles.

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7.3. PROSPECTS FOR THE CORPORATION DEVELOPMENT

Prospects for RSC Energia development in the next 10 years involve both its expanded

activities related to the Corporation core business lines and building RSC Energia-based integrated structure.

As far as the Manned Space Systems are concerned, underway is the work on deployment and utilization of the International Space Station Russian Segment, including manufacture and launches of the Soyuz manned space vehicles, transport cargo vehicles Progress, modules for the Russian Segment. The ISS is expected to be utilized till 2020 as a minimum.

RSC Energia will retain a dominant position on the manned space flight market till the time the US manned space vehicles being currently built start to fly (no earlier than 2017).

Activities will continue on building new-generation manned transportation system, transport-power module; implementing other items of advanced manned programs.

Deep space exploration program is expected to be developed. In this connection, the Corporation plans to take part in building manned expeditions complexes for Moon exploration, flights to the nearest asteroids and Mars.

As far as the Automatic Space Systems are concerned, activities will continue to build SC based upon unified space bus both for state customers and commercial customers.

In 2012 it is scheduled to start work on building communication and broadcasting SC Angosat for Angola and SC Energia-100 intended to provide telecommunication services in Russia and other countries.

Joint venture in cooperation with the Astrium company will make it possible to develop a manufacturing base for modern communication SC and ERS.

In the field of Earth Remote Sensing SC, the Corporation undertakes efforts for various projects with the aim to enter the market. Expected volume of orders is 1-2 SC per year.

As far as the Rocket-Space Complexes are concerned, DM-type Upper Stages will be manufactured to be used under the Sea Launch and Land Launch Programs. Underway is Upper Stage DM modernization focused on improvement of its energy-mass characteristics.

The Corporation will go on with introduction of advanced technologies for products development, manufacture and testing. Initiating these actions foreseen in the Program of RSC Energia Innovative Development is aimed at strengthening of the Corporation competitive positions on the market.

Innovative Development Program to be implemented provides for sustainable growth of the Corporation proceeds and assets, as well as expansion of high-tech products and space services market share taken by the Corporation.

The process of building RSC Energia –based integrated structure is being finalized within the framework of implementing the state policy of integrating rocket-space industry enterprises. The consolidation will provide strengthening of the Corporation position on the international space market. Large-scale international cooperation is one of the high priorities in the Corporation development. Intensification and expansion of cooperation both with the well-known partners form the USA, Western Europe and with new partners on the emerging markets of Asia, Africa and Latin America.

8. JOINT STOCK COMPANY STRUCTURE

Information about economic entities with the Corporation participating interest in their Charter capital from 2 to 20%

Full firm’s name: Limited Liability Company Energia-Sert Shorted firm’s name: OOO Energia-Sert Place of business: 4A Lenin Street, Korolev city, Moscow Region, Russia, 141070

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TIN: 5018138697 MSRN: 1095018005631 Corporation share in the legal person Charter capital: 19,5 % Purpose of the participation: Certification of space-related goods and services. Size of the dividends received in accounting year: no profit. Full firm’s name: Limited Liability Company Center for Automated Hydraulic Devices Shortened firm’s name: OOO Center AGUS Place of business: 4A Lenin Street, Korolev city, Moscow Region, Russia, 141070 TIN: 5018014155 MSRN: 1035003367222 Corporation Share in the legal person Charter capital: 19 % Purpose of the participation: design work, development testing of pilot items and production models; performance of repair and adjustment and alignment activities; manufacture of devices, instruments and equipment; innovative activity. Size of the dividends received in accounting year: no dividends were paid. Full firm’s name: ILS International Launch Services, Inc. Shortened firm’s name: ILS International Services, Inc. Place of business: CT Corporation, Delaware state, Wilmington, USA Issuer’s share in the legal person Charter capital: 17 % (non-voting shares of B type) Purpose of the participation in its setting up: assured introduction into the international market of the Corporation activities and services. At the present time, due to the changed membership of the ILS International Services shareholders, impossibility to take part in the activities of the above company Board of Directors, for lack of any positive economic, political, social results of the Corporation participation, the point at issue is termination of the Corporation participation in this company. Full firm’s name: Public Company “Gazprom Space Systems” Shortened firm’s name: OAO Gazprom Space Systems Place of business: 18B Sakko and Vantsetti Street, Korolev city, Moscow Region, Russia, 141070 TIN: 5018035691 MSRN: 1025002045177 Corporation share in the legal person Charter capital: 16,16 % Purpose of the participation in its setting up: implementation of the developed and manufactured communication satellite system Yamal. At the present time, its main purpose is deriving profit (drawing dividends). Size of the dividends received in accounting year is 2 804 950 rubles. Full firm’s name: Sea Launch S.a.r.l. Shortened firm’s name: Sea Launch S.a.r.l. Place of business: Luxembourg, 58, rue Charles Martel, L-2134 Luxembourg, Grand Duchy of Luxembourg Corporation share in the legal person Charter capital: 15 % (preference shares) Purpose of the participation: assured introduction into the international market of the Corporation activities and services, profit derived from commercial launches of SC from sea-going Launch Platform. Full firm’s name: Limited Liability Company Scientific-Technical Enterprise “Energia-Astro” Shortened firm’s name: OOO NTP Energia Astro Place of business: 4A Lenin Street, Korolev city, Moscow Region, Russia, 141070 TIN: 5018015751 MSRN: 1035003355826

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Corporation share in the legal person charter capital: 14,28 % Purpose of the participation: aerospace systems development and use. Size of the dividends received in accounting year: 22 917 rubles. Full firm’s name: Limited Liability Company INKON Shortened firm’s name: OOO INKON Place of business: 4A Lenin Street, Korolev city, Moscow Region, Russia, 141070 TIN: 5018028038 MSRN: 1035003357113 Corporation share in the legal person Charter capital: 10 % Purpose of the participation: development of design documentation. At the present time, no activity is conducted; the company is in the process of winding-up. Full firm’s name: Limited Liability Company “International Space Services” Shortened firm’s name: OOO MKU Place of business: blg 2, 101 Vernadsky prosp., Moscow, Russia 119526 TIN: 7729389099 MSRN: 1037700085818 Corporation Share in the legal person Charter capital: 10 % Purpose of the participation: implementation of the projects under International Space Programs (Land Launch) Size of the dividends received in accounting year: no profit (loss). Full firm’s name: Closed Joint Stock Company “Center for Rocket-Space Technology Certification” Shortened firm’s name: ZAO TsSKT Place of business: 4 Pionerskaya Street, Korolev city, Moscow Region, Russia, 141070 TIN: 5018034722 MSRN: 1035003364098 Corporation Share in the legal person Charter capital: 2,33 % Purpose of the participation: RST products scientific-technical expertise, certification. Size of the dividends received in accounting year: no dividends were paid. Information about affiliated companies with the Corporation share in the Charter capital from

20 to 50% Full firm’s name: Joint Stock Company Kazakhstan-Russian Innovative Joint Venture “AELITA” Shortened firm’s name: AO KRISP AELITA Place of business: 50 Furmanov Street, Almaty city, the Republic of Kazakhstan, 480004 Corporation share in the legal person Charter capital: 49,5 % Share of the legal person common stock owned by the issuer: 49,5 % Purpose of the participation in its setting up and description of the core business: promotion of aerospace industries on the territories of the Russian Federation and the Republic of Kazakhstan, implementation of joint and international aerospace programs, including commercial programs. Basically, no activities are currently by conducted. According to the Board of Directors’ decision (Minutes No1 dated 14.07.2011), this asset is recognized as non-core asset and, in this connection, work is underway on termination of the Corporation participation in the company. Size of the dividends received in accounting year: no profit. Full firm’s name: Limited Liability Company Experiment Shortened firm’s name: OOO Experiment Place of business: 4A Lenin Street, Korolev city, Moscow Region, Russia, 141070 TIN: 5018035170 MSRN: 1035003357740

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Corporation share in the legal person charter capital: 49,48 % Purpose of the participation and description of the core business: R&D, manufacture of complete parts for metallurgy industry. In accordance with the Board of Directors’ decision taken (Minutes No1 dated 14.07.2011), this asset is recognized as non-core asset; work is underway to terminate the Corporation participation in the company. Size of the dividends received in the accounting year: no profit. Loss not covered for the year under review will be covered at the expense of the profit for the previous year remaining at the company disposal. Full firm’s name: Public Corporation “Consortium Kosmicheskaya Regata”. Shortened firm’s name: OAO Consortium Kosmicheskaya Regata Place of business: 4A Lenin Street, Korolev city, Moscow Region, Russia, 141070 TIN: 5018032789 MSRN: 1035003360534 Corporation share in the legal person Charter capital: 30 % Purpose of the participation and description of the core business: development, manufacture and testing of solar sail space vehicles, large-size frameless structures, reflectors and service systems. In accordance with the Board of Directors’ decision taken (Minutes No1 dated 14.07.2011), this asset is recognized as non-core asset; work is underway to terminate the Corporation participation in the company. Size of the dividends received in accounting year: 40 950 rubles. Full firm’s name: Open Joint-Stock Company “Scientific-Production Corporation REKORD: Shortened firm’s name: OAO NPK REKORD Place of business: Blg 6/1, 40 Maryina Roscha, 3rd passage, Moscow city, Russia, 127018 TIN: 7715700042 MSRN: 1087746601271 Corporation share in the legal person Charter capital: 26,57 % Purpose of the participation and description of the core business: use of space activity results for the benefit of Russian regions economy. Size of the dividends received in accounting year: no dividends were paid. Full firm’s name: Close Company “Astrasystems” Shortened firm’s name: ZAO Astrasystems Place of business: 8/5 Barrikadnaya Street, Moscow city, Russia, 123242 TIN: 7703564620 MSRN: 1057748413590 Corporation share in the legal person Charter capital: 25,2 % Purpose of the participation and description of the core business: development and implementation of financial and project management mechanism of foreign economic activity in space system. In accordance with the Board of Directors’ decision (Minutes No1 dated 14.07.2011), this asset is recognized as non-core asset; work is underway to terminate the Corporation participation in the company. Size of the dividends received in accounting year: no dividends were paid.

Information about subsidiary companies with the Corporation participation share in the Charter capital from 50% + 1 share up to 100%

Full firm’s name: Close Company “Experimental Machinebuilding Plant of S.P. Korolev Rocket and Space Public Corporation Energia” Shortened firm’s name: ZAO ZEM RSC Energia Place of business: 4A Lenin Street, Korolev city, Moscow Region, Russia, 141070

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TIN: 5018037000 MSRN: 1025002028314 Corporation Share in the legal person Charter capital: 100 % Purpose of the participation and description of the company core business: manufacture of hardware for space development manufacture of consumer goods, prosthetic-orthopaedic products. Ensuring full-scale cycle of design and manufacture of transport and cargo vehicles. Size of the dividends received in accounting year: 82 517 000 rubles. Full firm’s name: Close Company “Volzhskoye Design Bureau” of S.P. Korolev Rocket and Space Public Corporation Energia Shortened firm’s name: ZAO VKB RSC Energia Place of business: 26B Zements Street, Samara city, Russia, 443077 TIN: 6312024093 MSRN: 1026300767382 Corporation share in the legal person charter capital: 100 % Purpose of the participation and description of the core business: research-and-development activities, experimental work on implementing RSC Energia rocket-space programs. Taking part in the main launch vehicle development lines of activity and prospects for their progress. Participation in building sophisticated rocket and space systems and ensuring their operational use, including all types of rocketry and universal orbital buses. Size of the dividends received in accounting year: no dividends were paid. Full firm’s name: Close Company “Production Association “Cosmos” of S.P. Korolev Rocket-Space Corporation Energia Shortened firm’s name: ZAO PO Cosmos Place of business: room 1, Vnukovo-3, 1, Borovskoye shosse, Moscow, Russia, 103027 TIN: 7732016788 MSRN: 1027700321880 Corporation share in the legal person charter capital: 100 % Purpose of the participation and description of the core business: carriage by air of passengers, cargoes and mail by the Moscow-Baikonour route within the framework of the Federal Space Program currently being implemented. Aviation materiel flight operation and maintenance. Commercial services. Size of the dividends received in accounting year: no dividends were paid. Full firm’s name: Limited Liability Company Investment company “Razvitiye” Shortened firm’s name: OOO IC Razvitiye Place of business: 4A Lenin Street, Korolev city, Moscow Region, Russia, 141070 TIN: 5018055017 MSRN: 1025002035277 Corporation share in the legal person Charter capital: 100 % Purpose of the participation and description of the core business: investment activity. Size of the dividends received in accounting year: no dividends were paid. Profit is derived as the result of securities revaluation which are at the company disposal. Full firm’s name: Limited Liability Company RSC Energia - Finans Shortened firm’s name: OOO RSC Energia-Finans Place of business: 4A Lenin Street, Korolev city, Moscow Region, Russia, 141070 TIN: 5018128089 MSRN: 1085018005368 Corporation share in the legal person Charter capital: 100 %

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Purpose of the participation and description of the core business: investment activity. Preparation and issue of bond loans for the Corporation needs. Size of the dividends received in accounting year: no dividends were paid. Full firm’s name: Limited Liability Company “Teplo RSC Energia” Shortened firm’s name: ZAO Teplo RSC Energia Place of business: 4A Lenin Street, Korolev city, Moscow Region, Russia, 141070 TIN: 5018138369 MSRN: 1095018005279 Corporation Share in the legal person Charter capital: 100 % Purpose of the participation and description of core business: ensuring efficient management and operation of the Corporation power supply system, energy resources supply, water supply system. Size of the dividends received in accounting year: profit is distributed to reserve fund and to cover losses. Full firm’s name: Close Company BELROSSAT Shortened firm’s name: ZAO BELROSSAT Place of business: office 416, blg 15, P. Brovka Street, Minsk city, Belarus, 220072 Corporation Share in the legal person Charter capital: 70 % Purpose of the participation and description of the core business: building and operation of space systems, satellite and ground telecommunication systems; provision of telecommunication services to customers in the Republic of Belarus and foreign countries. Size of the dividends received in accounting year: no profit. Full firm’s name: Limited Liability Company Ortopedicheskaya Industria Moscow Energia Shortened firm’s name: OOO OIME Place of business: 4 Lenin Street, Korolev city, Moscow Region, Russia, 141070 TIN: 5018035726 MSRN: 1025002037191 Corporation share in the legal person Charter capital: 65 % Purpose of the participation and description of the core business: social component of the Corporation business. Ensuring manufacture and delivery of prosthetic-orthopaedic products, technologies for disabled persons rehabilitation, equipment, medical instruments, completing items and materials for their production, including sales of products made by the Corporation and its subsidiary enterprises. Size of the dividends received in accounting year: profit is left at the company disposal (in connection with the need to pay an actual value of participating interest owned by the participant withdrawing from the company). Full firm’s name: Limited Liability Company “Institute for Industrial Hydrogen Power Engineering of S.P. Korolev Rocket-Space Corporation Energia” Shortened firm’s name: OOO IPROVEN RSC Energia Place of business: 4A Lenin Street, Korolev city, Moscow Region, Russia, 141070 TIN: 5018094390 MSRN: 1045003358036 Corporation share in the legal person Charter capital: 51 % Purpose of the participation and description of the core business: conducting research; design, manufacture of power plants based upon fuel cells and other science-intensive products. Size of the dividends received in accounting year: no distribution of profit. Full firm’s name: Closed Company “Energia-Telecom” Shortened firm’s name: ZAO Energia-Telecom Place of business: 4A Lenin Street, Korolev city, Moscow Region, Russia, 141070

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TIN: 5018138640 MSRN: 1095018005576 Corporation share in the legal person Charter capital: 50,1 % Purpose of the participation and description of the core business: satellite communication systems and components development, manufacture, launch and operation (use for communication, radio and TV broadcasting) based upon automatic spacecraft. Size of the dividends received in accounting year: no distribution of profit.

Non-profit organizations, the participant (founder) of which is RSC Energia

Full firm’s name: “Private Pre-school Educational Institution Kindergarten “Lesovichok” of general education development type, RSC Energia” Shortened firm’s name: DOU Lesovichok Place of business: 14A Severnaya Street, Korolev city, Moscow Region, Russia, 141070 TIN: 5018117827 MSRN: 1075000002615 Corporation share in the legal person Charter Fund: 100 % Legal person type: Institution. Purpose of its setting up and description of the core business: social project, secured admission of the Corporation employees children to this pre-school educational establishment. Full firm’s name: Non-State Educational Institution Regional-Branch Scientific-Educational-Production Complex “Personal-Cosmos” Shortened firm’s name: NOU RONUPK Personal-Cosmos TIN: 5018044181 MSRN: 1035003362624 Corporation share in the legal person Charter Fund: 60 % Legal person type: Institution. Purpose of the participation and description of the core business: Corporation personnel training, advanced vocational training, Corporation employees retraining. Full firm’s name: International Association of Space Activity Participants Shortened firm’s name: MAKD TIN: 7702579590 MSRN: 1057748543577 Corporation share in the legal person Charter Fund: 8,33 % Corporation has one decisive vote at the meeting of participants. Purpose of the participation and description of the core business: taking part in proposals for improving normative-legal base of space activity, participation in exhibitions, workshops; getting consulting services. Full firm’s name: International Astronautical Federation Shortened firm’s name: MAF Purpose of the participation and description of the core business: promotion of space research, dissemination of space knowledge; building up International Community of Experts. Full firm’s name: self-regulatory organization Non-Profit partnership “Builders Consolidation”. Shortened firm’s name: SRO NP Stroykonsolidatsia Purpose of the participation and description of the core business: performance of works on buildings and facilities design, construction and repairs. Full firm’s name: Non-profit Partnership “National Designers’ Organization”

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Shortened firm’s name: NP NaTs Proekt Purpose of the participation and description of the core business: performance of works on buildings and facilities design, construction and repairs.

Information about holding company (integrated) structure building At the present time, in accordance with the Order issued by the Deputy Chairman of the

Russian Federation Government No. SI-P7-183 of 18.01.2010, the work is currently underway on building the integrated structure which is to incorporate the following enterprises: RSC Energia (Parent enterprise), OAO NPO Energomash, FSUE NII of Machinebuilding; FSUE GNP RKTs TsSKB – Progress. In 2010 the Corporation was busy developing the system project; the process of the project development was completed in 2011.

The system project has gone through the approval process in respective departments. Taking into account duration of the procedures to be implemented in building vertically

integrated structures and procedures and with the aim to secure efficient operation of the enterprises being integrated (also during execution of the RF Federal Space Program and solving the problems having to do with the national defense capability), it was found advisable to provide in the first phase delegation of authority of single-member executive body for the enterprises to be integrated to the Parent organization – RSC Energia. According to the above decision, RSC Energia was elected as the Management Company performing functions of OAO NPO Energomash single-member executive body (04.10.2010). Throughout 2011 RSC Energia as the Management Company has been performing these functions.

In the course of 2011, preliminary activities aimed to increase the RF share in RSC Energia Charter capital and create the integrated structure were conducted.

In 2011, no sale contracts for shares, equities, stakes of commercial organizations were concluded.

9. BOOKKEEPING REPORTING AND AUDITOR’S REPORT ON FAITHFULNESS OF ACCOUNTS OVER THE ACCOUNTING AND

PREVIOUS YEARS

Annual Bookkeeping Reporting of the Corporation in compliance with the requirements set

forth in the Federal Law “On Joint-Stock Companies” is to be approved at Annual General Shareholder’s Meeting. In accordance with the resolution adopted on June 25, 2011 (Minutes No. 22 of June 28, 2011), annual bookkeeping reporting for 2010 was approved, including profit and loss statements (profit-and-loss accounts). The item of approval of the Corporation Annual Bookkeeping Reporting by its performance in 2011 is put on the agenda of Annual General Shareholder’s Meeting on the Corporation performance in 2011.

Bookkeeping Reporting, Auditor’s Report and the Corporation Auditing Committee findings on the Corporation performance in 2010 and 2011 are covered in a separate book.

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9.1. Information about volume of each type of energy resources used by the Corporation in accounting year both in kind and in money terms

Name, unit of measurement Quantity Cost, rubles

Electric power, thousand, kW per hour 14 683,27 67 090 954,0 Heat power, Gcal 99 740,61 89 685 278,0 Vapor, Gcal 713 668 651,4 Low-pressure air, m3 162 305 373,2 High-pressure air, m3 20 318 960,6 Chemically purified water, m3 312 259 11 996 990,8 Cold water, m3 1 086 340 1 303 608,0 Motor petrol, t 682,894 18 094 056,0 Diesel fuel, t 99,227 3 155 482,0

10. INFORMATION ABOUT LARGE DEALS EFFECTED BY THE CORPORATION DURING ACCOUNTING YEAR, INCLUDING THE LIST

OF THE DEALS EFFECTED BY THE CORPORATION DURING ACCOUNTING YEAR AND RECOGNIZED IN ACCORDANCE WITH

FEDERAL LAW “ON JOINT STOCK COMPANIES” AS LARGE DEALS, AS WELL AS OTHER DEALS WHICH ARE TO BE CONCLUDED UNDER THE PROCEDURE FOR LARGE DEALS APPROVAL IN ACCORDANCE WITH THE CORPORATION ARTICLES OF ASSOCIATION; WITH EACH DEAL INDICATING ITS MATERIAL CONDITIONS AND THE CORPORATION

MANAGERIAL BODY WHICH TOOK DECISION ON ITS APPROVAL

No deals were effected in the accounting year recognized in accordance with Federal Law

“On Joint Stock Companies” as large deals and requiring approval of respective Corporation managerial bodies. The Articles of Association define no other cases in which deals being effected by the Corporation are subject to the procedure for large deals approval foreseen by Federal Law “On Joint Stock Companies”.

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11. INFORMATION ABOUT INTERESTED-PARTY TRANSACTIONS EFFECTED BY THE CORPORATION IN THE ACCOUNTING YEAR,

INCLUDING THE LIST OF THE TRANSACTIONS EFFECTED BY THE CORPORATION DURING THE ACCOUNTING YEAR AND RECOGNIZED

IN ACCORDANCE WITH FEDERAL LAW “ON JOINT STOCK COMPANIES” AS INTERESTED-PARTY TRANSACTIONS; WITH EACH SUCH TRANSACTION INDICATING INTERESTED PERSON (PERSONS),

MATERIAL CONDITIONS AND THE CORPORATION MANAGERIAL BODY WHICH TOOK DECISION ON ITS APPROVAL

Appendix 2 presents information about interested-party transactions effected by the Corporation in 2011, including the List of the transactions effected by the Corporation in 2011 and recognized in accordance with Federal Law “On Joint Stock Companies” as interested-party transactions; with each transaction indicating interested person (persons), material conditions. The above transactions are approved by the Corporation Board of Directors; the transactions with ZAO ZEM RSC Energia are approved by the decision taken at the Corporation annual general shareholders’ meeting on June 25, 2011 (Minutes No 22, dated June 28, 2011).

12. INFORMATION ABOUT DISTRIBUTION AND USE IN 2011 OF THE CORPORATION PROFIT RESULTING FROM RSC

ENERGIA PERFORMANCE IN 2010

Size of the net profit resulting from the Corporation performance in 2010 was 437 259 thousand rubles.

By the resolution adopted at the Corporation annual general shareholders’ meeting of 25.06.2011, net profit was distributed in the following way:

– 112 373,4 thousand rubles (25,7% of net profit volume) – for dividends payment; – 52 552,1 thousand rubles (12% of net profit volume. Setting up reserve fund was

completed) - to Reserve Fund; – 267 583,5 thousand rubles, (61,2% of net profit volume) – to Investment Fund; –4 million750 thousand rubles (1,1% of net profit volume) for payment of remuneration for

the Corporation Board of Directors and Auditing Committee members by RSC Energia performance in 2010.

Investment Fund resources are one of the sources of financing investment projects in

accordance with the investment budget for 2011 approved by the Corporation Board of Directors.

Implementation of Investment Programs in the accounting year

Total cost of investment programs implementation of which required investments

4 480 777,3 thousand rubles

Investments by the results of the year, in total, 1 277 888,6 thousand rubles including those at the expense of:

– depreciation – net profit – current assets – target financing

212 328,6 thousand rubles 267 583,5 thousand rubles 656 639,6 thousand rubles 141 336,9 thousand rubles, including those at the expense of receipts in 2010: 336,9 thousand rubles

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In addition, receipts and expenditures of investors’ funds for shared housing construction amounted to 1 780 357,1 thousand rubles and 2 465 409,2 thousand rubles, respectively.

Net profit was used by the resolution adopted, at the Corporation annual general

shareholders’ meeting on its distribution based upon RSC Energia performance in 2010, with due regard for actual expenditure of funds allocated for projects.

Data on distribution of the net profit derived by the Corporation in 2010:

Item No

Project name Target figures,

thousand rubles

Actual figures,

thousand rubles

Justification of investments

1. Study of pulsed reflector-resonant engine (PRRE) developed by ZAO NTTs IMPLAZ

1 893,1 1 501,6 Development of pulsed reflector-resonant engine will increase payload by 15 tons. The problem of large mass injection into reference orbit with minimum costs needs to be solved

2. Patenting of industrial property 2 199,7 2 125,8 Acquiring exclusive rights to industrial property

3. Development of middle adapter of meshy structure of composite materials for US DM SLB

45 802,3 10 552,9 Increase in payload mass to be injected due to a reduced mass of middle adapter

4. Development of US 11С861-03 with multifunctional engine 11Д58МФ (US “Impuls”)

13 400,0 78 674,3 Development of Upper Stage “Impuls” with improved characteristics

5. Development, manufacture, development testing of prototype installation with high-pressure water electrolyzer (up to 350 atm) for space applications and national economy

7 155,9 Development and verification of serviceability of high-pressure water electrolyzer for space and commercial applications

6. Setting up full-scale joint manufacturing of composite materials between RSC Energia and Lamitec-Technologies GmbH

44 145,8 12 367,7 Use of composite materials structures in the Corporation products

7. Development of corporate IT infrastructure of CICS at RSC Energia, including procurement of computer and office equipment of the corporation subdivisions

2 249,9 2 249,9 The need to upgrade corporate information-computer system (CICS) to replace computer and office equipment obsolete and physically depreciated. Project implementation will make it possible to enhance labor productivity when developing project and design documentation and reduce thereby work cost by 2-3% and increase commercial projects profitability

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8. Manufacture of vibro-acoustical plant with reverberation chamber of 1000 m3 by volume

132 871,1 40 843,3 Building of vibro-acoustical plant (VAP) with reverberation chamber of 1000 m3 by volume for conducting acoustic tests of rocket and space technology dynamic mockups and flight articles

9. Procurement of instruments, equipment for the Corporation subdivision in 2011

11 021,6 11 021,6 The need to replace obsolescent and physically depreciated fixed assets; procure modern process and measuring equipment

10. Construction of shop section for explosive forming of parts and charging shop with explosive materials safe cells

57 554,7 Construction of shop section for explosive forming of parts and charging shop with explosive materials safe cells in order to clear the ground on territory III for residential complex construction

11. Building experimental test bed on territory II

26 679,8 Transfer of experimental-test bed in order to clear territory III for housing complex construction

12. Acquiring fixed assets for sanatorium “Krepost”

14 000,0 16 856,0 The need to replace absolescent and physically depreciated fixed assets; acquire modern medical equipment

TOTAL: 267 583,5 267 583,5

13. INFORMATION ABOUT STATE BACKING OF THE CORPORATION ACTIVITIES IN THE ACCOUNTING YEAR, INCLUDING DATA ON STATE

SUBSIDIES, OBJECTIVES OF THEIR USE, INFORMATION ABOUT APPLICATION OF THE FUNDS AT THE CLOSE OF THE ACCOUNTING

PERIOD

Throughout 2011, the following subsidies were given: – subsidy according to the Decree of the RF Government No 357 dated 06.06.2005 at the rate

of 34 891 690,99 rubles; – subsidy according to the Decree of the RF Government No 202 dated 31.03.2010 and

No 1196 dated 30.12.2010 at the rate of 43 371 245,60 rubles. In accordance with the decisions on being granted the subsidies, the funds received should be

allocated for technical reequipment of manufacturing. This matter comes within competence of general shareholders’ meeting and in deciding on respective profit distribution, the subsidized funds will be directed to technical reequipment and modernization of manufacturing within the framework of Investment Fund.

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Information about state backing of the Corporation in 2011 thousand

rubles Item No

Project, purpose of its use Financing source Amount of financing in 2011

Application of funds in 2011

1. Developing the method to determine spacecraft orientation by measurements of GLONASS and GPS asynchronous receivers and getting it ready to be introduced on Soyuz and Progress space vehicles

RFFI (Agreement

No.11-0643/22 of 11.03.2011)

400 ,0 400,0

2. Developing the system of software integrated testing for new-generation space vehicle onboard control complexes based upon simulation models and application of multi-level dynamic testing on special stands

RFFI (Agreement

No.11-0643/22 of 11.03.2011)

600,0 600,0

3. Development of functional modules with a high degree of integration and unification for manufacture of robotic, electromechanical and electronic systems for space applications, as well as service robots for special and general non-defense applications

Ministry of Education and

Science (Contract

No.13.G25.31.0026)

100 000,0 100 000,0

4. Development, manufacture and testing of onboard and ground software for onboard control complexes of different SC

Ministry of Education and

Science (Contract

No.13.G25.31.0028)

40 000,0 40 000,0

5. Calculated and experimental investigations of the concepts and methods for building energy accumulators with hydrogen cycle for high-power and power capacity space systems; development of demonstration models of energy accumulator with hydrogen cycle

RFFI (Agreement

No.10-0669/22 of 25.03.2010)

Balance of the funds received in

2010

221,7

6. Looking into a possibility to control wave-front of infra-red radiation sources with a complex spatial structure for space power systems

RFFI (Agreement

No.10-0669/22 of 25.03.2010)

Financing in 2010 115,2

7. Total, In addition, balance of the funds received in 2010

141 000,0

336,9

141 336,9

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14. KEY RISK FACTORS ASSOCIATED WITH THE CORPORATION ACTIVITIES

14.1. INFORMATION ABOUT THE CORPORATION INVESTMENTS, WHICH CAN PROBABLY PROVIDE LEVEL OF INCOME HIGHER THAN 10% PER ANNUM, AND

INDICATED INVESTMENT OBJECTIVES AND AMOUNTS, AS WELL AS FINANCING SOURCES

There are no investments, estimated level of income from which is higher than 10% per year

14.2. INFORMATION ABOUT CONTINUING COURT PROCEEDINGS IN WHICH THE CORPORATION ACTS AS PLAINTIFF/DEFENDANT ON DEBT RECOVERY CLAIM

INDICATING A TOTAL AMOUNT OF CLAIM MADE/LODGED WHICH IS OF MATERIAL VALUE TO THE CORPORATION

1. Judicial proceedings for recovery of a penalty because of the violated period of the

assumed commitments performance under state contract No.К23-02-07 dated 31.07.2007. The claimant is the Russian Federation Ministry of Defense (19 Znamenka Street, Moscow

city, 119160). The defendant is RSC Energia (4A Lenin Street, Moscow Region, Korolev city, 141070). Subject of the case is recovery of a penalty at the rate of 262 307 992 rubles 65 kopecks for

the violated period of the assumed commitments performance under state contract No. К23-02-07 dated 31.07.2007.

When hearing the case, the court refused to meet the claim. As of 31.12.2011, the case was under consideration in the court of appeal. The court considering writs of appeal took a decision in 2012.

2. According to the claim filed by the Boeing and Aker Group companies for the total

amount of about 112 million USD, on October 11, 2010 the arbitrator took a decision to terminate judicial proceedings for procedural reasons (because the case was not within the arbitrator’s jurisdiction) and compensate the Corporation for its legal expenses for the trial. On January 11, 2011 the Boeing and Aker Group companies filed an appeal against the arbitrationr’s decision to Stockholm Court. As of the end of 2011 (and up to now), the legal proceedings have not been finalized.

In this connection, it does not seem possible at the moment to give a real assessment of respective risks.

There are no other continuing court proceedings in 2011, in which the Corporation acts as plaintiff or defendant on debt recovery claim and which could affect significantly the Corporation operation.

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14.3. INFORMATION ABOUT POSSIBLE CIRCUMSTANCES WHICH CAN HAMPER THE PROGRESS OF THE CORPORATION BUSINESS

Risks related to acquisition of issuing securities distributed

Investments in the Corporation securities involve a certain degree of risk. In this connection, in taking investment decisions, potential investors should thoroughly study the risk factors given below. In addition, provisions of this paragraph do not take the place of own analysis of investment risks on the part of shares acquirers. The Corporation is not in a position to guarantee that the risk factors to be determined are complete and exhaustive to take a decision on acquiring the Corporation shares.

RSC Energia performance in the accounting year was impacted by the consequences caused by financial-economic crises (in the full swing since the second half of 2008). At the present time, there is still a high level of uncertainty about how recovery of the world economy will further occur and at what rate. In case of arising one or several risks from the list given below, RSC Energia will make every effort to minimize their negative consequences. In order to reduce some of the risks to the extent possible, the Corporation undertook some protective measures having to do more with implementation of its baseline production program (in particular, insurance against some risks is common). However, it should be noted that working out preliminarily adequate remedies to counteract unforeseen events is difficult due to uncertainty about how the situation will unfold.

Space industry risks At the present time, demand for space services (both manned and unmanned) is gradually

increasing on the world market. There is a high probability that during next 5-6 years a steady demand for RSC Energia’s products as Soyuz, Progress space vehicles will be created. As a matter of fact, it is determined to a large extent by the absence on space industry market of reliable alternative launch vehicles to deliver crews and cargoes to the ISS.

However, due to building cargo space vehicle ATV by ESA and cargo space vehicle HTV by JAXA (Japanese Space Agency), in connection with the plans of the US commercial companies for manufacturing space vehicles Dragon, Cygnus, Dream Chaser, MPCV which are currently being implemented; ongoing improvement of China-made manned space vehicle “Shen Chzhou” and building national Chinese orbital station “Tyangun”, the risk of the reduced demand for Russian Soyuz, Progress space vehicles without their technical and cost characteristics being improved will considerably increase on the world market after 2015. In so doing, the most critical factor specifying the space industry risks is the cost of an orbital flight per man, as well as the cost of mass unit orbital insertion and payload volume unit orbital insertion. For this reason, the space industry risks of the Corporation are associated with an increase in the product cost and the ratio between dynamics of this increase and world analogues. In its turn, modernization of space vehicles being performed and EEE parts replacement will tend to impact on the cost of space vehicles towards their rise in value, at least in the current stage of their modernization, because investments in new plants and new solutions testing are required.

Nowdays, demand for space services to be provided by unmanned spacecraft tends to grow steadily on the world market. Steady demand for RSC Energia-made products such as unmanned spacecraft (satellites) and space systems is due, to a large extent, to a high scientific-technical potential of the Corporation and short lead time (two-three years) for reliable high-power satellites of heavy class which have passed tests and development testing cycle and are customized to suit customers’ modern needs and desires.

Concurrent with this factor, an increase in demand for the Corporation-made satellites in international community is also due to the Corporation brand on the world market associated with a lot of Russian priority space achievements. The most critical factors determining the space industry risks on the world market for unmanned spacecraft manufacture are lack of a long-term trend and

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guarantees of predictability of complex changing dynamics of major world currencies to the ruble; competition dynamics in Russia, as well as new entrants on the market of unmanned spacecraft manufacturing and launch acting as new world players from the countries with high economic growth rates, such as China, India, Japan. In addition we cannot ignore influence of natural geographical factors and phenomena on geopolitical and geotechnogenic international trends of world market space manufacturing and services integration into common open space for world-wide access and free partnership in manufacture and application of space services and technologies.

In order to prevent possible negative consequences of space industry risks, the RSC Energia pursues an active scientific-technical policy of participation in the Federal Space Program, conducts continually search for potential foreign customers of satellites and foreign partners interested in advanced space technologies. A great deal of attention is given to research and development works on improvement and mastering of new technologies for building unmanned spacecraft in the Corporation. The Corporation is included in the Government List of the backbone enterprises in the RF.

Country and regional risks Core activities of the Corporation are concentrated in Russia. The enterprise operation can be

impacted by the risks associated with general instability in the country, industrial production downturn. Also imperfect legislative base of the country regulating economic relations affects the enterprise performance.

The main factors generating political risks are: - imperfect legislative base governing economic relations; - inadequate efficiency of judicial system; - unstable power in the Russian Federation subjects.

Political situation in the country remains stable. In the near future, the Corporation does not forecast negative changes in the situation in Russia, which might adversely impact RSC Energia economic status and operation. Undoubtedly, one cannot rule out the possibility of destabilization of economic situation in the country caused by crisis on the world financial market or dramatic reduction in oil and gas prices. Admission of Russia to the WTO membership can be regarded as a negative factor under certain conditions. Also the risks related to phaseout of one or other types of purchased components can affect the enterprise operation. The Corporation is registered and conducts its activities in dynamically developing region, namely: Moscow Region, Korolev city. The region is regarded as one of the most promising regions with a rapid growth of economy. Moscow Region is economically stable area. In the last five years the region saw sustained economic growth, including industrial expansion. Geographic features of the region account for extremely low risks of exposure to disasters (including hurricanes, floods, earthquakes, etc.); the region is located in the central part of the Russian Federation where transportation is well developed. Moscow Region is connected via motor, railway and air transport with all Russian regions, as well as all countries, which entirely excludes the risk of possible termination of transportation due to remoteness of the city and/or its being difficult of access. Moscow Region is regarded as one of the most politically stable areas which does not border directly upon zones of warfares, as well as the regions, in which there is a high probability of introducing state of emergency. At the same time, geographical remoteness of the Corporation from sites of vehicles prelaunch processing on TC and LC of cosmodromes (including Baikonur Cosmodrome and other cosmodromes) determines arising of risks of the Corporation property loss and damage during its transportation to point of destination. The Corporation provides for insurance against risks of property loss and damage during its transportation. Due to the fact that the Corporation conducts its activities on the territory of the Republic of Kazakhstan (Baikonur Cosmodrome), impact of country risks associated with unfavorable development of political and economic factors on interstate relations is possible. However, the agreement concluded between Russia and Kazakhstan on use of Baikonur Cosmodrome till 2050 allows to assess the risk like that as insignificant.

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An official confirmation of the above is the cessation of mutually agreed state supervision (including transport control) over inner boundaries of the Customs Union countries since July 1, 2011. With the established Customs Union, further stabilization of our countries interstate relations would be expected.

Furthermore, the Corporation is currently engaged in some projects with foreign customers from African countries; therefore unstable political situation in Africa could affect adversely the Corporation activities due to a possible refusal to continue the contracts on the part of the customers.

Financial risks

Inflation risks, changes in exchange rates and interest rates on credits affect RSC Energia

operation and its financial stability, as well as size of proceeds of the sale of goods (works, services) and profit. Inflationary processes which result in costlier products and materials used in economic activities could produce significant negative effect on the Corporation net profit margin in case of absence of compensating component in the price of products to be sold. Inflation may impact significantly the Company operation, because it leads to increased costs of products. Magnitude of inflation for 2012 is planned to be at 6-7% level. We are assessing rise in inflation probability in medium term in Russia as very low due to the policies being pursued by the RF Government and RF CB. However, exceeded planned inflation rate can have a significantly adverse effect on the Corporation operation. Changes in interest rates can affect the Corporation financial - credit activities, because the enterprise is active in using borrowed funds during performance of its activities. As in the past year, the RF CB refinancing rate and commercial banks refinancing rates are stable, we regard this risk as unlikely. Besides, with the aim to further decrease cost of servicing borrowed funds and their diversification, the enterprise has long-term prospects of planned entering the market of public borrowing. Also the government is currently taking some measures such as improvement of real sector crediting system, which is sure to result in positive changes for the enterprise. Exchange rate risks are important for RSC Energia due to the fact that the Corporation is the exporter of science-intensive and high-technology products; accordingly, part of proceeds are in US dollars or euros; in so doing, major part of expenses are in rubles.

Therefore, changes in inflation rates and exchange rates have a considerable effect on the Corporation financial-economic activities results. Value dating of the contracts entered into with foreign counterparts is carried out in US dollars and euros, therefore, the Corporation benefits by their high exchange rates to the ruble. Strengthening of the ruble rate with respect to major international currencies will be unfavorable for the enterprise. However, with due regard for exchange rate policy being pursued by the RF CB, which prescribes that strengthening of the ruble shall not exceed the 5-7% level per year, sharp strengthening of the ruble is unlikely to occur.

Legal risks

One of the peculiarities of the Russian legislation on taxes and charges is its continuous changeability. The laws making amendments to the Russian Federation Tax Code with respect to changes to specific tax calculation and payment procedure are passed annually. This adds complexity to making medium-term and long-term forecasts for taxpayer activity, complicates tax planning as a whole. Instability of tax regulations exposes the Corporation to risk of being charged and payment of rather high penalties and fines (despite its intention to operate in strict compliance with the legislation), as well as can lead to an increase in tax burden as a whole. Import share in the Corporation products is insignificant, while export share in its proceeds is high. Consequently, changes in custom regulations can impact noticeably the Corporation activities.

Since January 1, 2011, the cost of cargo delivery to the countries, the European Union members (further – the EU) has increased, because freight carriers importing goods to the countries, the EU members, within the framework of the New Computerized Transit System (NCTs) of the EU countries are bound to inform in advance the EU customs bodies about it. Specific data such as Entry Summary Declaration shall be submitted to the customs bodies of the country to which cargo is

96

imported. Volume of data required for processing, as well as time allowed for declaration submission depend upon mode of transport carrying goods. Carrier is responsible for declaration submussion, i.e. legal person bearing responsibility for cargo transportation on the EU territory.

Since January 20, 2011 there has been a substantial increase (3-5 times) in the time allotted to register with regional customs office government bodies authorizations and licenses (letters and licenses from FSTEC, Ministry of Defense, etc.) to be produced during declaring goods in the customs office, which entails increased time for customs clearance. The situation was due to the fact that the custom offices in Scholkovo, Noginsk and Zelenograd had been reorganized and added to Moscow Regional Customs House located at the following address: 10 Passage 4806, Yuzhnaya Promzona, Zelenograd city, 124460 (RF FTS Order No 2065 of November 8, 2010). The customs office in Scholkovo used to be regional customs house for the Corporation. On January 20, 2011 customs posts in the city of Pushkino and some other customs posts of Scholkovo customs house were liquidated, with Mamontovskiy customs post of Moscow Regional Customs House established instead (this customs post code: 10130130). Mamontovskiy customs post is located at the following address: blg 1, estate 1, B. Tarasovskaya Street, Tarasovka village, Pushkinskiy district, Moscow Region, 141221. Accordingly, place of goods delivery from abroad (beyond the Customs Union territory) by road and by rail was relocated. Since January 20, 2011 this new place of delivery was temporary storage warehouse at OOO TS TRANSSERVIS (Certificate of being entered in the Register of TSW owners No10130/100064 dated 20.01.2011) located at the following address: blg 1, estate 1, B. Tarasovskay Street, Tarasovka village, Pushkinskiy district, Moscow Region, 141221. This change resulted in significantly increased cost of goods storage at the temporary storage warehouse.

During the accounting period, no changes in judicial practice on the matter related to the Corporation operation (including licensing problems) which could adversely impact the Corporation performance, as well as the results of current legal proceedings, in which the Corporation is involved, have taken place. Changes in the requirements for licensing of the Corporation core activities could result in some additional expenses related to getting a new license or change in the already available license; however, the Corporation forecasts the risk of occurring such events as unlikely risk. RSC Energia meets all license requirements set by current legislation in due time and in full volume. Corporation reviews proposed amendments to legislation regulating licensing of the core activities, draft documents on licensing core business activities available on official sites of licensing bodies.

Risks related to the Corporation activities

Possible loss of customers, turnover with which accounts for at least 10% of the total proceeds of the sale of the Corporation products (works, services), is unlikely, because during the five complete fiscal years the Russian Federation has been such a customer, in the name of which Federal Space Agency acts; in addition, the Corporation activities are included in the RF Federal Space Program for a period from 2006 till 2015.

Corporation may incur liability for debts of its subsidiary companies in accordance with the RF existing legislation. According to the Civil Code provisions and provisions of the Federal Law “On Joint-Stock Companies”, the shareholders of Russian joint-stock company are not liable for commitments of its subsidiary companies and are only running the risk of their investments loss. However, in some cases specified by the legislation when “the parent company” is in a position to define decisions being taken by “the subsidiary company”, “the parent company” may be brought to joint responsibility or subsidiary liability. Accordingly, RSC Energia as the parent company of the subsidiary companies, in which RSC Energia owns more than 50% of the Charter capital, has the right to give binding instructions and may become liable for their debts.

Performance of similar obligations may affect adversely the Corporation performance. However, taking into account absence of legal proceedings, in which RSC Energia acts as the defendant on liabilities incurred by subsidiary, affiliated and other companies, the Corporation does not find materiality criterion in the risks related to occurrence of liability for third persons debts, including its subsidiary companies. Corporation manufacturing activity involves a possibility of

97

causing damage to environment and risk of civil responsibility arising from it due to expenses on efforts to be made to repair such damage. In order to mitigate such risks, the Corporation monitors all manufacturing processes in order to adhere to the corresponding environmental protection standards throughout all phases of its activity; implements measures to ensure environmental protection and mitigate environmental protection. The Corporation is granted the Ecological Certificate of Conformance, registration number SER (1760) - G - 17/OS – 61; date of issue 03.06.2011; issued by OOO NVTs Ecosafety of the Russian Federation Ministry of Natural Resources and Ecology, effective period is up to 02.06.2014. Besides, the Corporation provides insurance against risks of damage to third persons and environment during operation of hazardous production facilities in compliance with the requirements of active legislation.

15. INFORMATION ABOUT ACTUAL RESULTS OF EXECUTING THE RUSSIAN FEDERAION PRESIDENT AND GOVERNMENT ORDERS AND INSTRUCTIONS

Information about execution of the RF President and Government orders is made available in accordance with the data placed on the Interdepartmental portal devoted to public property management (ID-portal) created on Federal State Property Management Agency site, which is used (among other things) to monitor progress in execution of the Russian Federation President and Government orders, as well as Federal State Property Management Agency representing the interests of the Russian Federation, the largest shareholder of the Corporation.

Major component of ID-portal functional involves personal cabinets of its users which present in essence individual information space where user is afforded opportunities to allocate different information required to organize continuous managerial process both on the part of its major subject – the state and on the part of its other participants: joint-stock companies with state shareholding interest, members of their bodies of administration and supervision, etc.

At the same time, major objective to use ID-portal is to build on its basis single information space which will make it possible to conduct interaction and information exchange among users, also with the use of computer-aided flow of documents.

During 2011 the Corporation placed information in accordance with the orders issued by the

RF Government, as well as Federal State Property Management Agency: 1. Joint Stock Company Log has been filled out in on-line mode (Section of ID-Portal

containing background information about the Corporation, contact data, information about state backing, Corporation assets, indices of the Corporation operation, classification, industry).

2. Information about events held in the Corporation was submitted. 3. Section “Document” placed in-house documents of the Corporation regulating its activity

(Provisions on the Joint Stock Company managerial bodies: on single-member executive body, collegiate executive body, Board of Directors (Supervisory Board), general shareholders’ meeting, Auditing Committee; provision on dividends policy, provisions on Ad Hoc Committees; copies of the Minutes of the general shareholders’ meetings held; Board of Directors meetings held; ad hoc committees and commissions meetings held; program of non-operating assets alienation)

4. ID-Portal Section “Orders” placed information about the executed orders. 5. ID-Portal Section “Reporting” placed on a quarterly basis the Corporation book keeping

information electronic files. 6. Section “Subsidiary and Affiliated Companies” provides information about the

Corporation SAC. 7. Section “Joint Stock Structure” covers information about the shareholders whose share in

the Charter (contributed) capital exceeds 2%. 8. Section “Control and Managerial Bodies” addresses information about membership of the

Joint Stock Company managerial bodies (Board of Directors, Collegiate executive body (Management), single-member executive body (Corporation President), Auditing Committee).

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Information about the orders executed by the Corporation in accounting year

1. On setting up ad hoc committees attached to RSC Energia Board of Directors (Supervisory Board); key performance indicators approval system; development and approval of the provisions on remuneration (based upon key performance indicators) of Management and Board of Directors members of the Corporation (RF Government Order No. ВЗ-П13-6294 of 23.07.2009).

Ad hoc committees attached to RSC Energia Board of Directors are set up and have been operating since December 2009. On December 8, 2009 RSC Energia Board of Directors approved the Provisions “On Strategic Planning Committee”, “On Personnel and Remuneration Committee”, “On Auditing Committee” (Minutes No.4).

Corporation Board of Directors passed the following resolution (Minutes No. 5 of 13.10.2011):

– to entrust the Corporation management with an assignment to develop RSC Energia Key Performance Indicators System (with due regard for Federal Property Management Agency recommendations (Ref. No. П1-15/27795 of 14.09.2011), including index reflecting reduction in costs of purchasing goods (works, services) per unit of output;

– entrust the Corporation Management with an assignment to develop the procedure for calculating index of reduction in the costs of purchasing goods (works, services) by no less than 10% per year during 3 years in real terms and prices of 2010 per unit of output, with special attention focused on unacceptable deterioration in quality and safety of output;

– to entrust the Corporation President with an assignment to assure introducing changes in the procedure to pay remuneration to the Corporation managerial personnel concerning linkage between size of remuneration and the achieved index of reduction in costs of purchasing goods (works, services) per unit of output of no less than 10% per year within three years in real terms, as well as imposing sanctions for failure to achieve the above index.

Corporation Board of Directors passed the following resolution (Minutes No. 3 of 26.12.2011):

– to adopt the following key performance indicators for the Corporation: • proceeds; • trading profit; • net profit; • amount of finance – cash flow; • index of reduction in costs per unit of output.

– Approve the Procedure for calculating index of reduction in costs of purchasing goods (works, services) per unit of output.

2. On payments (remunerations) to the Corporation managerial personnel (single-

member executive body/Chairman of Collegiate executive body, heads of structural subdivisions, Board of Directors’ (Supervisory Board) members who are entitled to receive remuneration (RF Government Order No. ИШ-П13-2232 of 08.04.2010; Federal Property Management Agency’s Letter No. ЮМ-13/10638 of 27.04.2010, Federal Property Management faxes No. 81 of 05.07.2010, No. 93 of 04.08.2010).

Size of remuneration to the Corporation managerial personnel is fixed with due regard for Federal Property Management Agency recommendations.

3. On Implementation of Investment Programs (Order issued by the First Deputy

Chairman of the RF Government No. ИШ-П13-5361 of 18.09.2009, Federal Property Management Agency fax No. ГН-15/8808 of 01.04.2011).

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Investment Projects Implementation

Item No. Name of indicator Value of indicator

under the Order

01 Planned scope investment program at the beginning of 2011, thousand rubles 1 552 925,53

02 including modernization program, thousand rubles (for 2011) 206 429,77 03 including innovation programs thousand rubles (for 2011) 374 971,46 04 Actual scope of investment program for 2011 1 277 888,54 05 including modernization program, thousand rubles (for 2011) 40 843,32 06 including innovation programs, thousand rubles (for 2011) 206 006,02

4. On implementing the joint stock company strategy concerning energy saving and

energy efficiency (Item 8, the Government Order No. ИШ-П9-3772 of 18.06.2008 (on implementing of the RF President Decree No. 889 “On some measures to increase energy and ecological efficiency of the Russian economy” of 04.06.2008); Federal Property Management Agency’s Letter No. ГН-13/28934 of 27.11.2008).

2011 saw development and implementation of additional measures aimed at achievements of real energy resources saving indices.

Since 2010, the Corporation subsidiary company ZAO Teplo RSC Energia started its business functions in accordance with one of its main objectives focused on ensuring efficient management and operation of public utilities. The above company performed comprehensive inspection of all power supply facilities; drew up modernization program for power supply facilities; started its step-by-step implementation. Placing of modern equipment into operation will make it possible to reduce pollutant emissions; provide an opportunity to use energy-saving techniques. Project economic effectiveness will enable to recoup original investments in reasonably short periods of time and continue further modernization of the whole power supply facilities.

Economic effect resulting from the implemented measures prescribed by the energy-saving program in 2011 is shown in Appendix 3 “Indices of implementing organization and technical measures on energy saving and energy efficiency increase in 2011”.

5. On procurement of products made in Russia (Federal Property Management Agency’s

Letter No. ГН-13/7796 of 03.04.2009).

Dynamics of procurement of products made in Russia

Item No

Product name Period

Date of starting

implementation of plan for increasing

procurement of products made

in Russia

Total volume of procurement

planned for the period (in

thousand rubles) till the date of

starting implementation of the plan for

increasing procurement of products made

in Russia

Volume of procurement of Russia-made

products planned for the period (in thousand rubles)

till the date of starting

implementation of the plan for increasing

procurement of Russia made

products

Total actual volume of

procurement (in thousand rubles) for the period

Actual volume of

procurement of Russia-

made products (in

thousand rubles) for the period

Name of products not

made in Russia whose

substitution was performed

1 Instruments,

systems, completing items

2007 2007-01-01 1031728 668558 1031728 363500 Instruments,


2 Instruments,


2008 2008-01-01 0 1739928 2122057 382128 Instruments,


3 Instruments,


2009 2009-01-01 0 2108492 2545480 436988 Instruments,


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4 Instruments,


2010 2010-01-01 0 3535269 3883269 348000 Instruments,


5 Materials, OS 2011 3323840,39

6. On working out medium-term strategy of organization development and innovation

development program (Minutes of meeting at the RF Government Chairman No. 4, dated 03.08.2010; Federal Property Management Agency Letters No. ГН-13/32160 dated 29.10.2010; No. ГН-13/32156 dated 29.10.2010).

Within the framework of the RF President Order concerning drawing up innovation development program (No. Пр-307 dated 07.02.2011), on July 14, 2011 the Corporation Board of Directors reviewed and approved Innovation Development Program (IDP) of S.P. Korolev Rocket and Space Public Corporation Energia for 2011-2020 period.

The Corporation Management was tasked to ensure implementing of the abovementioned Program with due regard for Working Group’s recommendations for developing public-private partnership in the field of innovation at the Government Committee on High Technologies and Innovations.

In April 2012, the report on IDP implementation results in 2011 was submitted to the Corporation Board of Directors.

7. On measures aimed to restructure assets owned by the joint stock companies with

state participation foreseen by Item 8 of Minutes of the meeting held at the RF Government Chairman No. ВП-П13-56пр of 20.10.2010, including information about review of the issues concerning alienation of non-operating assets of both the parent organizations and their subsidiary, affiliated companies at the Board of Directors' (Supervisory Board) meetings of state companies and approval of the programs for assets sale (Federal Property Management Agency Letter No. ГН-13/1359 f 24.01.2011).

On July 14, 2011, the Corporation Board of Directors (Minutes No1) considered the matter concerning operation and performance of the Corporation subsidiary and affiliated companies (SAC). Within the framework of that meeting, the program of RSC Energia non-operating assets alienation had been reviewed and approved.

8. On implementing the measures aimed to ensure transparency of procurement

activity and changeover to electronic procurement activity, including the provisions regulating procedures to purchase goods, works and services (RF Government Order No. ИШ-П13-8685 of 17.12.2010, Federal Property Management Agency Letter No. ГН-13/1416 of 25.01.2011).

In accordance with the Russian Federation Government directives “On assuring transparency of JSC procurement activity”:

– ID-Portal of Federal Property Management Agency placed the report on the Corporation procurement activity results on a quarterly basis;

– the Board of Directors reviewed the reports on the Corporation procurement activity results on a quarterly basis (starting with the report for 2011, quarter III) with due regard for the indicators characterizing (inter alia) the number of the held electronic auctions (of the total number of them); percent of saving achieved (by other procurement); percent of the failed electronic auctions;

– Corporation official Internet site placed information about booking of orders in an electronic form (procurement activity). Also the Provision on RSC Energia Procurement Activity was developed and adopted (Corporation President Order No.514 of December 23, 2011).

101

Performance of procurement activity in 2011

Index name Period

2011 quarter I

2011 quarter II

2011 quarter III

2011 quarter IV

Procurement information is published in information sources of open access

No No Yes Yes

Is electronic procurement practised? No No Yes Yes Is there any procurement via holding electronic auctions? No No No No

Percent of deliveries acquired through electronic auctions 0 0 0 0

Total number of the tenders held 2 13 15 11 Total volume of procurement activity, thousand rubles 22719,14 40656,27 58063,09 231763,66

Planned number of electronic auctions held 0 0 0 0

Actual number of electronic auctions held 0 0 0 0

Total number of electronic auctions held, thousand rubles 0 0 0 0

Total amount of expenses on procurement activity, thousand rubles

22719,14 40656,27 58063,09 231763,66

Total amount of expenses on electronic procurement activity, thousand rubles

0 0 44685,45 0

Total amount of expenses on other procurement activity, thousand rubles

0 0 13377,64 0

Total amount of expenses on procurement activity via electronic auctions, thousand rubles

0 0 0 0

Percent of saving achieved by the results of electronic auctions held, % 0 0 0 0

Percent of the failed electronic auctions, % 0 0 0 0

JSC approves the document regulating procurement activity under

development under

development under

development

Aprroved on December 23, 2011

9. On resolutions aimed to improve payment for work system of the joint stock

company employees (RF Government Order No. КА-П13-8297 of 04.12.2010, Federal Property Management Agency Letter No. ГН-13/3802 of 15.02.2011).

Corporation Board of Directors passed the resolutions (Minutes No. 11 of 31.05.2011) to entrust the Committee on Personnel and Remuneration with the assignments to review employees payment for work system effective in the Corporation (including payment for work system of persons holding key management positions) for its compliance with common approaches to unification of payment for work systems; provide recommendations to optimize the above payment for work system and make amendments to active local normative acts regulating payment for work

102

in the Corporation; entrust the Corporation executive bodies (with due regard for the recommendations given by the Committee on Personnel and Remuneration) with the assignment to update the Provision on “RSC Energia employees payment for work and material incentives” and submit the Provision to the Board of Directors; in so doing, to foresee, wherever possible, separate documents evidencing the provisions on material incentives.

10. On implementing top-priority measures aimed to improve investment climate

conditions in the RF (subparagraph “e”, Item 1 of the List of the RF President Orders No. Пр-846 dated 02.04.2011, Federal Property Management Agency Letters No. ГН-15/27795 dated 14.09.2011, No. ГН-15/28326 dated 16.09.2011, No. ГН-15/27797 dated 14.09.2011, No. ГН-15/28327 dated 16.09.2011, No. ДП-15/20610 dated 14.07.2011).

In accordance with the Russian Federation President Orders, as well as Federal State Property Management Agency, the Corporation adopted the resolution to reduce costs of goods (works, services) procurement per unit of output by no less than 10% per year in real terms, within three years.

The Corporation developed and approved (Minutes of the Board of Directors No3 dated December 26, 2011) the Procedure to calculate index of reduced costs of goods (works, services) procurement per unit of output which was placed on ID-Portal.

The Corporation Management approved the proposals for managerial personnel remuneration linked to achievement of index of reduction in costs of goods (works, services) procurement per unit of output.

Index of reduction in costs of goods (works, services) procurement per unit output in 2011.

Roscosmos comments (Letter No УГИ-1935 dated 30.03.2012) were accepted in order to update and amend the approved Procedure to reduce costs of goods (works, services) procurement per unit of output in 2011.

Calculating index of reduction in costs of goods (works, services) procurement per unit of output in

2011

Item No

Indices

2010 (benchmark)

2011 (actual data)

Documentation

Product manufacturing

Documentation

Product manufacturing

1. Base costs (million rubles) 484,2 809,2 394,2 764,7 2. Quantity of adjusted units of

output within a year (documentation – thousand pages FA4 manufacturing of products – adjusted units)

280,51 26,74 264,36 29,30

3. Amount of expenses for goods (works, services) procurement per unit of output, Зi (million rubles) (p.1/p.2)

1,73 30,26 1,49 26,10

4. Index of reduction in costs of goods (works, services) procurement in % per unit of output, П

x x 13,9% 13,7%

П2011/2010 =(З2010 – З2011) / З2010 * 100% П2011/2010=((1,73+30,26)-(1,49+26,10)) / (1,73+30,26)*100% = 13,8% Total index for 2011 = 13,8%

103

Selection of Base List of Expenses to Calculate Index (at current year prices)

Item No.

Expense items Actual expenses 2010

Expenses on the Base List

2010 2011 1. Variable, including 16901,9 123,0 117,6 1.1. Materials 228,3 67,3 72,0 1.2. Production services under cooperation 14183,1 - - 1.3. PWF (Payment for Work Fund) of key production

personnel with charges 2152,3 - -

1.4. Travel expenses 194,1 - - 1.5. Other expenses (transportation, customs, entertainment

expenses, bank guarantees, etc.) 144,1 55,7 45,6

2. Fixed, including: 3449,9 1170,4 1140,9 2.1. PWF of support personnel with charges 1672,5 - - 2.2. Depreciation of fixed assets and intangible assets (IA),

leasing accruals 128,7 - -

2.3. Lighting, heating and water supply expenses 225,3 225,3 216,4 2.4. Engineering infrastructure (fixed assets upkeep and

repair, enterprise protection system, communication, transport services, etc.)

512,1 512,1 536,3

2.5. Property, land, transport taxes 94,1 - - 2.6. Expenses on Voluntary Medical Insurance (VMI),

Private Pension Scheme (PPS) for the Corporation former employees

200,9 - -

2.7. Capitalized R&D write-off 157,8 - - 2.8. Travel expenses 25,6 - - 2.9. Other expenses (information, consulting, legal and

audit services; insurance; cost of the rights to use computer programs; advertising, including taking part in exhibitions; office and other expenses)

433,0 433,0 388,2

TOTAL: 20351,8 1293,4 1258,5

Expenses by product types in 2011 (at 2010 prices)

Item

No.

Expense items 2010 (benchmark) 2011 (actual expenses) Total Docume

ntation Product

manufacture

Total Documentation

Product manufact

ure

1. Variable (materials, travel expenses, other expenses)

123,0 54,4 68,6 108,3 39,2 69,1

2. Fixed, including: 1170,4 429,8 740,6 1050,6 355,0 695,6 2.1. Lighting, heating and water

supply expenses 225,3 82,7 142,6 199,3 67,3 132,0

2.2. Engineering infrastructure (fixed assets upkeep and repair, enterprise protection system, communication, transport services, etc.)

512,1 188,1 324,0 493,8 166,9 326,9

2.3. Other expenses (information, consulting, legal and audit services; business trips, insurance)

433,0 159,0 274,0 357,5 120,8 236,7

Total: base expenses 1293,4 484,2 809,2 1158,9 394,2 767,7

104

Note: 1. Expenses are distributed as follows: variable expenses – by target principle; fixed expenses

– proportional to labor intensity 2. Deflator MEP is used to bring 2011 expenses in line with prices in 2010: Кд 2011/2010: Кд 2011/2010 = 1,086

Adjusted products quantity

Commercial products group

Labor intensity per 1 unit of adjusted

products

Adjusted products quantity

Labor intensity man/year)

Design documentation 2010 9,98

hour/sheet 280,515

thousand A4 sheet 1 409,78

2011 9,47 hour/sheet

264,362 thousand A4 sheet

1 264,02

Manufacture and operational use of space technology 2010 90,84

man/year 26,74 units 2 429,15

2011 84,50 man/year

29,30 units 2 476,67

11. On liability insurance of independent directors-representatives of public interests in

managerial bodies of joint stock companies (RF President Order No. Пр-2206 dated 03.08.2011, Letter of Federal Property Management Agency No. ГН-15/36784 dated 29.11.2011).

The issue of liability insurance of managerial bodies members by commitments arising due to losses caused to the joint stock company is being studied by the Corporation divisions and is going to be placed for consideration at the next meeting to be held by the Corporation Board of Directors.

12. On proposals and recommendations aimed to promote development of ecological

liability mechanisms based upon international standards, including such as non-financial reporting, voluntary certification and marking system subject to independent audit and authentification (subparagraph “L” of the List of the RF President Orders No. Пр-1640 dated 06.06.2010, Letter of Federal Property Management Agency No. ГН-13/37524 of 05.12.2011).

Corporation manufacturing activity potentially entails a possibility to cause damage to environment and run a risk of civil liability due to costs of repairing the damage inflicted. In order to mitigate risks like that, the Corporation monitors the whole manufacturing activities to ensure compliance with the corresponding environmental standards in all phases of its operation; implements measures on environmental protection and mitigation of environmental impact. The Corporation has Ecological Certificate of Conformance, registration number СЕР(1760)-G-17/ОS-61, date of issue: 03.06.2011, the Certificate was granted by OOO NVTs Ecosafety of the Russian Federation Ministry of Natural Resources and Ecology, its effective period is up to 02.06.2014. In addition, the Corporation provides insurance against risks of causing damage to third persons and environment during operational use of hazardous production facilities in compliance with the effective legislation requirements.

13. On placing information in Government Property Management ID Portal (Federal

Property Management Agency’s fax No. DP-15/20205 dated 11.07.2011).

105

Costs and administrative expenses dynamics

14. On making amendments to competition documents on selecting auditing

organization for conducting compulsory annual audit (Letter of Federal Property Management Agency No. 05-3/1457 dated 28.03.2011).

In accordance with the Letter from Federal Property Management Agency “On Candidacy for Federal Property Management Agency Representative for Participation in Competition Commission Activity”, respective amendments were made in competition documents on selecting auditing organization for conducting compulsory annual audit of RSC Energia for 2011.

15. On submission of reports prepared by the representatives of the RF interests in

public corporations managerial bodies (No.ДП-15/10914 dated 22.04.2011).

The Corporation employees taking part in corporate events are afforded an opportunity to place electronic documents whose legal validity is certified by electronic digital signature on ID-Portal. Under development is the Provision “On Information Interaction between RSC Energia and Other Users of Interdepartmental Portal on Public Property Management relative to Information and Legally Valid Documents Exchange”.

All the Corporation Board of Directors members representing the RF interests have the right to own electronic digital signature, place reports of their activities on ID-Portal in the Corporation managerial bodies. The procedure of the above reports submission and its details are distributed among the corresponding Board of Directors members.

Name of indices Value

Cost of goods, products, works, services sold (by Form No. 2; in thousand rubles) for 2009 15 671 180



106

Appendix 1 Information about compliance with Code of Corporate Conduct

Item

No.

Provision of Code of Corporate Conduct Compliance/ Non-compliance Note

General Shareholders’ Meeting

1 Notifying shareholders of holding General Shareholders’ Meeting at least 30 days prior to the date of its being held (irrespective of the issues included in the agenda), unless a longer period is stipulated by legislation

Compliance

2

Shareholders given an opportunity to familiarize themselves with the List of the persons entitled to take part in General Shareholders’ Meeting beginning with the date of notifying about holding General Shareholders’ Meeting and ending with closing of General Shareholders’ Meeting (up to the date on which voting ballots are no longer received in case of General Shareholders’ Meeting by correspondence)

Compliance

3

Shareholders should have a possibility to place an issue on the agenda of General Shareholders’ Meeting or request convening General Shareholders’ Meeting with no extract from the Shareholders’ Register produced, provided that his (her) right to shares is taken into account in the system of Shareholders’ Register maintenance. Should his (her) right to shares be taken into account on deposit account, drawing up a statement from deposit account will only be needed to exercise the above rights.

Compliance

4 The requirement of the Corporation General Director, members of the Management, Board of Directors, Auditing Committee, auditor presence at General Shareholders’ Meeting set forth in the Articles of Association or in-house documents of the Joint Stock Company

Partial compliance

5 Presence of candidates in considering the issues of electing the Board of Directors members, General Director, members of the Management, Auditing Committee at General Shareholders’ Meeting, as well as the issue of the Corporation auditor approval.

Partial compliance

107


Item

No.


6 Procedures to register General Shareholders’ Meeting participants available in the Corporation in-house documents Compliance

Board of Directors

7 Board of Directors authority concerning approval on an annual basis of the Corporation Financial-Economic Plan reflected in the Corporation Articles of Association

Compliance

8 Right of the Board of Directors to take a decision on suspending authority of General Director appointed at General Shareholders’ Meeting reflected in the Corporation Articles of Association

Compliance

9 Board of Directors right to approve terms of contracts with General Director available in the Corporation Articles of Association

Compliance

10 Corporation Board of Directors including at least three independent Directors meeting the requirements set forth in the Code of Corporate Conduct

Compliance

11 The Corporation Board of Directors is free from the persons who were found guilty of economic crimes or crimes against state power, interests of government service and service in local self-government bodies or on whom administrative punishments were imposed for law infringements in the field of business activities or finance, taxes and duties, securities market

Compliance

108


Item

No.


12 The Corporation Board of Directors has no persons acting as participants, General Director (Managing Director), members of managerial body or employees of legal entity competing with the Corporation

Compliance

13 Requirement of electing the Board of Directors by cumulative voting set forth in the Corporation Articles of Association

Compliance

14

The Corporation in-house documents cover duties of the Board of Directors members to notify in writing the Board of Directors of their intent to effect transactions with securities of the Corporation to which they belong as the Board of Directors members (or with securities of its subsidiary (affiliated) companies), as well as disclose information about the transactions with securities effected by them

Compliance

15 Holding the Corporation Board of Directors meeting throughout the year for which an annual report of the Corporation is prepared, with frequency of at least once per six weeks.

Compliance

16 The procedure for holding the Board of Directors meeting stated in the Corporation in-house documents

Compliance

17 The Corporation in-house documents cover the Provision on the required approval by the Board of Directors of the Corporation transactions making up 10% and more of the cost of its assets, except for the transactions being effected during routine economic activities.

Partial compliance

109


Item

No.


18 The Corporation in-house documents cover the Board of Directors members rights to receive information required to perform their functions from the Corporation executive bodies and heads of key structural subdivisions, as well as liability for failure to furnish information like that

Partial compliance

19 Setting up the Committee on Strategic Planning at the Board of Directors or assigning functions of the above Committee to other Committee (except for the Committee on Audit and the Committee on Personnel and Remuneration)

Compliance

20 Setting up the Board of Directors’ Committee (Committee on Audit) which recommends auditor to the Corporation Board of Directors and interacts with him (her) and the Corporation Auditing Committee

Compliance The Committee operates. Auditor is elected by a contest in accordance with the requirements stated in FL No 94 FL “On placement of orders for provision of services to meet public needs”

21 Independent Director carrying out management of the Committee on audit Compliance

22 Corporation in-house documents cover right of access to any documents and information of the Corporation to all members of the Committee on audit, on condition of non-disclosure of confidential information by them

Compliance

23 Setting up the Board of Directors’ Committee (Committee on Personnel and Remuneration) whose function is to define criteria for selecting the candidates to the Board of Directors members and development of the Corporation policy concerning remuneration

Partial compliance

24 Independent Director carrying out management of the Committee on Personnel and Remuneration

Compliance

110


Item

No.


25 The Corporation Board of Directors – approved in-house documents which provide for the procedure for setting up and operation of the Board of Directors’ Committees

Compliance

Executive bodies

26 Corporation Collective executive body (Management) Compliance

27 The Corporation Articles of Association or in-house documents cover the Provision on the required approval by the Management of real estate transactions, getting credits by the Corporation, provided that the above transactions do not belong to large deals and effecting these transactions is not pertinent to the Corporation routine economic activities

Partial Compliance

28 Absence in the executive bodies membership of the persons such as participants, General Director (Managing Director), managerial body members or employees of legal entity competing with the Corporation

Compliance

29

Absence in the Corporation executive bodies membership of the persons who were found guilty of economic crimes or offences against state, offences affecting interests of public service and service in local self-governing agencies or who were punished for administrative offences in the field of business activities or finance, taxes and duties, securities market. If functions of single-member executive body are performed by management company or manager, then General Director and Management Board members of Management company or its manager shall comply with the requirements set for the Corporation General Director and Management Board members.

Compliance

111


Item

No.


30 The Corporation in-house documents address executive bodies duties to refrain from actions which will lead or might lead to arising conflict between their interests and the Corporation interests, as well as their duty to inform the Board of Directors about a conflict in case it arises

Compliance

31 Submission by the Corporation executive bodies of monthly reports on their activities to the Board of Directors

Partial compliance Quarterly reports

32 Contracts to be concluded between the Corporation and General Director (Management company, manager), the Management Board members shall establish liability for infringement of the provisions on confidential and in-house information use.

Compliance

Corporation Secretary

34 Special official (Secretary of the Corporation) shall be foreseen in the Corporation who is tasked to ensure compliance of the Corporation bodies and officials with the procedural requirements which are set to implement rights and legitimate interests of the Corporation shareholders.

Partial compliance

Material corporative actions

35 Use of independent appraiser without fail for evaluating market value of property which is the subject of a large deal. Compliance

112


Item

No.


36 The Corporation Articles of Association do not release the buyer from responsibility to propose the shareholders to sell the Corporation common shares they own (issued securities which can be converted into common shares) during merger

Compliance

Information disclosure

37 Corporation internal documents cover the List of information, documents and materials which shall be made available to shareholders to solve the problems to be placed for consideration at General Shareholders’ Meeting

Compliance

38 The Corporation shall have its Internet Web site and disclose regularly information concerning the Corporation on this Web site Compliance www.e-

disclosure.ru/portal/company.aspx?id=1615

Supervision of financial-economic activities

39 Special subdivision in the Corporation ensuring compliance with internal supervision (control-auditing service) procedures Compliance

40 Control-auditing service shall not have on the staff the persons who were found guilty of economic crimes or offences against a state, public service interests and service in local self-governing bodies or who were punished for administrative infringements in the field of business activities or finance, taxes and duties, securities market

Compliance

113


Item

No.


41 Control-auditing service shall not include the persons from the Corporation executive bodies, as well as the persons in the capacity of participants, General Director (Managing Director), managerial bodies members or employees of legal entity competing with the Corporation

Compliance

42 In-house document approved by the Board of Directors and specifying the procedure for auditing the Corporation financial-economic activities by Auditing Committee shall be available

Partial compliance

43 Committee on audit shall give assessment of auditor's report prior to its submission to shareholders at General Shareholders Meeting Compliance

Dividends

44 Board of Directors’ approved in-house document shall be available for the Board of Directors in accepting recommendations on dividend size (Provisions on dividend policy) Compliance

45 Information about the Corporation dividend policy and changes introduced into it shall be published in periodical provided for by the Corporation Articles of Association for publishing information about General Shareholders’ Meetings held; the above information shall be placed on the Corporation Web site on Internet network

Compliance

114

Appendix 2 Interested-party transactions effected in 2011

(with RSC Energia as the Contractor)

Contract No

Date of effecting

transaction

Subject of transaction (Statement of Work, Contract Subject)

Full and shortened firm’s name of legal

entity

Size of transaction (contract amount,

additional agreement)

rubles

Term of obligations

performance under

transaction (Contract

completion date)

Date of transaction

approval

Body deciding on transaction

approval

Reg. No Affiliation

125/047-2011 01.04.2011

Research work “Robotics-K”: “Development of input data for stating technical requirements for space application robotic systems in order to perform technical operations of new-generation orbital stations deployment and maintenance

(NGOS), as well as advanced manned transportation system (AMTS) capitalizing on experience to operate space orbital stations; looking into a possibility to implement proposed

technical solutions on space application robotic systems for NGOS and AMTS”

GNU TSNII RTK 2 500 000,00 20.03.2012 22.09.2011 Board of Directors И05111

A.V. Lopota, son of the Corporation President V.A. Lopota

is Director of GNU TsNII RTK

5-16/01-S 10.01.2011

1.1 “Operator” within the scope foreseen under this Contract and Appendices hereto provides local telephone

“communication services to “Subscriber” in accordance with the terms of the RF Ministry of Communication License of

01.10.2006 for performance of communication activities on the Russian Federation territory. 1.2. “Subscriber commits itself to

pay for the stated services in accordance with “the local telephone communication services rates approved in the order

established by RF legislation and being provided by RSC Energia to organizations and enterprises”

ZAO ZEM RSC Energia 16 873 402,53 31.12.2011 19.06.2010

General Shareholders’

Meeting А00301

RSC Energia ZAO ZEM General Director A.F. Strekalov is the

Corporation Board of Directors’ member; the Corporation Board of

Directors and Management member N.I. Zelenschikov is incorporated in ZAO ZEM

Management of RSC Energia; the Corporation Management members V.A. Manyuta and A.G. Pyzin are

included in ZAO ZEM Management of RSC Energia

200 10.01.2011

1.1. Subject of this Contract is provision by the Contractor to the Customer’s employees of hotel services at hotel No 1 at the

following address: 10 Kommunisticheskaya Street, Korolev city, Moscow Region; at hotel No 2 at the following address:

14/16 Tsiolkovsky Street, Korolev city, Moscow Region; at the hotel attached to sanatorium-preventive clinic “Podlipky”. 1.2. Accommodation of the Customer’s employees in the hotel is

performed in accordance with the Procedure for specialists and workers distribution and accommodation in RSC Energia hotel

fund



Meeting А07208






12, add. agr.

No. 5* 21.02.2011

The Customer orders and the Contractor undertakes commitments to reconstruct building of shop for construction of special site for manufacture of thermal protective coatings

located at the address” 4A Lenin Street, Korolev city, Moscow Region, with prime contractor organization involved

ZAO ZEM RSC Energia -8 282 644,96 31.12.2010 19.06.2010


Meeting А06709



Directors’ and Management member N.I. Zelenschikov is

115



Contract No

Date of effecting

transaction



entity



rubles

Term of obligations

performance under


completion date)

Date of transaction

approval


approval

Reg. No Affiliation

included in ZAO ZEM Management of RSC Energia; the

Corporation Management members V.A. Manyuta and A.G. Pyzin are


16/003-10, add.

agr. No. 2

07.11.2011 Provision of classified confidential character of office work ZAO ZEM RSC Energia 30 624 889,99 30.06.2011 25.06.2011


Meeting А00110






16/003-10, add.

agr. No. 1



Meeting А00110






116



Contract No

Date of effecting

transaction



entity



rubles

Term of obligations

performance under


completion date)

Date of transaction

approval


approval

Reg. No Affiliation

16/003-10, add.

agr. No. 3



Meeting А00110






16/003-10, add.

agr. No. 4



Meeting А00110






8/372-2010,

add. agr. 2 08.06.2011

Works (services) in the field of space activity with respect to MIV 11Д58М 2000-0 for US 11С861, 11С861-03 full-scale

tests

ZAO ZEM RSC Energia -265 096,08 30.11.2010 19.06.2010


Meeting И03610






117



Contract No

Date of effecting

transaction



entity



rubles

Term of obligations

performance under


completion date)

Date of transaction

approval


approval

Reg. No Affiliation

170/8U-10 10.01.2011

Contract Subject is provision by the Contractor service to the Customer for organizing sanatorium health resort treatment and health-improving rest of the Customer employees, children of

the Customer employees in health resorts and health-improving capm of the Contractor. Services are executed as voucher in accordance with the Program of stay (Appendix 1) and the

agreed limit of vouchers to be provided. The Customer commits itself to pay services to be performed on this Contract terms. The Customer employee is natural person applying for services to be provided (hereinafter referred to as the User).

Vouchers are documents subject to strict reporting; they specify set of services and express their value in a health resort

or health-improving camp for a definite time period, in so doing, room of assigned category is made available. Limit is a

document agreed upon by the Parties on the number of vouchers for the user in proportion to the number of the

Customer’s departments



Meeting А13010






17, add. agr. No.1 08.02.2011

Customer of services orders and the Contractor undertakes commitments to perform the Customer’s functions on

designing reconstruction of building A-11 located at the address: 30 Pionerskaya Street, Korolev city, Moscow Region;

with examination of load-carrying structures; designing all amenities; environmental protection measures; energy saving

and provision of access to the disabled

ZAO ZEM RSC Energia 0,00 28.02.2011 19.06.2010


Meeting А10810






118



Contract No

Date of effecting

transaction



entity



rubles

Term of obligations

performance under


completion date)

Date of transaction

approval


approval

Reg. No Affiliation

233/10Ts-10 11.01.2011

Contractor commits itself to perform services on standardization and metrological support, while the Contractor

shall accept and pay for a full range of services



Meeting А21610






230/256-10 17.01.2011

Contractor commits itself to perform work on manufacturing printing products (Form 487 Kf 110) for RSC Energia ZAO

ZEM shops and departments and hand the Customer over the products made. The Customer shall pay for a full work volume



Meeting А21410






231/254-10 17.01.2011

Contractor commits itself to perform work on making engineering documentation copies in the number of at least 500 000 sheets of A4 format by the Customer’s task set; to hand the result over to the Customer, while the Customer

undertakes to accept the work result and pay for it



Meeting А21310






119



Contract No

Date of effecting

transaction



entity



rubles

Term of obligations

performance under


completion date)

Date of transaction

approval


approval

Reg. No Affiliation

254/2U-10 01.08.2011

Contractor commits itself to perform the following services concerning staffing of the plant with workers, employees,

specialists, managers of the required professions, specialties and skills as per Customer’s requests



Meeting А24910






254/2U-10, add.

agr. No. 1

01.08.2011

Contractor commits itself to perform the following services concerning staffing of the plant with workers, employees,

specialists, managers of the required professions, specialties and skills as per Customer’s requests

ZAO ZEM RSC Energia

Amendments introduced to

the text 31.12.2011 25.06.2011


Meeting А24910






6/003-11 19.01.2011 Customer orders and the Contractor provides railway transport passage through the territory of RSC Energia



Meeting А01111






120



Contract No

Date of effecting

transaction



entity



rubles

Term of obligations

performance under


completion date)

Date of transaction

approval


approval

Reg. No Affiliation

4/084-2011 24.03.2011

Contractor performs services by the Customer-assigned task: Determining materials quality indices for TD compliance

during products manufacturing process

ZAO ZEM RSC Energia 897 980,00 31.12.2011 19.06.2010


Meeting И00211






39/091-2011 21.04.2011

Conduct of certification tests of prosthetic-orthopaedic products (POP) assemblies at RSC Energia test laboratory (POPTL) (Accreditation Certificate No.ROSS RU.0001.22

IM24 of 30.06.2010)



Meeting И01011






266/246-10 25.04.2011

Lessor grants the Lessee for temporary use processing equipment located on RSC Energia premises for manufacturing

activity performance



Meeting А26210






121



Contract No

Date of effecting

transaction



entity



rubles

Term of obligations

performance under


completion date)

Date of transaction

approval


approval

Reg. No Affiliation

44/091-2011 28.06.2011 Engineering support of manufacturing US DM-SL article

assemblies ZAO ZEM RSC

Energia 1 521 492,00 30.11.2011 25.06.2011 General

Shareholders’ Meeting

И02211






45/091-2011 28.06.2011

Works (services) in the field of space activity concerning engineering support of manufacturing US DM-SL article

assemblies



Meeting И02311






122



Contract No

Date of effecting

transaction



entity



rubles

Term of obligations

performance under


completion date)

Date of transaction

approval


approval

Reg. No Affiliation

82/8U-11 01.05.2011

Under this Contract, the Contractor performs services for organizing rest in accordance with the vacation program (Appendix 1) for the Customer employees children in the

Contractor’s health-improving camps: children’s health camp “Voskhod” based upon holiday hotel “Voskhod”, building 2, sanatorium voucher execution and giving out to the User. The

Customer commits itself to pay services performed on this contract terms. The Customer employee is natural person

applying for services to be provided (hereinafter referred to as the User). Vouchers are documents subject to strict reporting;

they specify a range of services and express their value calculated per room of assigned category in a health resort or health camp for a definite time period. Limit is a document

agreed upon by the Parties on the number of vouchers for the user in proportion to the number of Customer’ departments



Meeting А07111






123



Contract No

Date of effecting

transaction



entity



rubles

Term of obligations

performance under


completion date)

Date of transaction

approval


approval

Reg. No Affiliation

82/8U-11, add. agr.

1* 18.07.2011









Meeting А07111






82/8U-11, add. agr. 2 01.09.2011









Meeting А07111






124



Contract No

Date of effecting

transaction



entity



rubles

Term of obligations

performance under


completion date)

Date of transaction

approval


approval

Reg. No Affiliation

66/246-10, add. agr. 3 1

06.07.2011

Lessor grants the Lessee for temporary use nonresidential premises with a total area 362 250,2 m2 located on the territory of RSC Energia with the aim to perform the Charter-specified

activity. The List of nonresidential premises is attached. Concurrently with transfer of rights to use buildings and

nonresidential premises, rights to use are transferred to that part of land plot which is occupied by leased buildings and

nonresidential premises and necessary for their use. The Lessor makes available and the Lessee takes over by Certificate of

Acceptance for temporary use nonresidential premises and the involved internal heating systems, electrical network, water supply system, sewer system, general ventilation by dilution

and other systems. During handing over nonresidential premises the Parties shall check their state as evidenced by the

Certificate of Acceptance-Transfer. The Certificate of Acceptance-Transfer Ownership is an integral part of the

contract.



Meeting А03810






126/897-2011 16.09.2011 Supervision of POP modules and assemblies serial production

in 2011 ZAO ZEM RSC

Energia 1 130 000,00 30.12.2011 25.06.2011 Board of Directors И05211






125



Contract No

Date of effecting

transaction



entity



rubles

Term of obligations

performance under


completion date)

Date of transaction

approval


approval

Reg. No Affiliation

181/254-11 20.12.2011

Contractor commits itself to perform work on making engineering documentation copies in the number of at least 500 000 sheets of A4 format by the Customer’s task set; to hand the result over to the Customer, while the Customer

undertakes to accept the work result and pay for it



Meeting А17211






197/044-2010 01.03.2011

Works (services) in the field of space activities concerning conduct of PT, AT relative to exposure of Upper Stages

11С861-03 Nos 3L, 4L hardware to mechanical loading and environmental factors



Meeting И01311






18/052-2011 26.04.2011

Provision of services to conduct IDT of cold plate 452ГК71Д 1900-0 by p.3.2а), Table 8, Program 452ГК.71Д 1900-OТУ

for US DM-SLB (No 6L)



Meeting И01711






126



Contract No

Date of effecting

transaction



entity



rubles

Term of obligations

performance under


completion date)

Date of transaction

approval


approval

Reg. No Affiliation

19/052-2011 26.04.2011

Provision of services to conduct IST detached connection 314ГК.8814-0 by pp.10-16, Table 4, Program 314ГК.8814-

0ТУ for US DM-SL (No.33-36) and US DM SLB



Meeting И01811






252/246-10 25.04.2011

1.1. Lessor grants the Lessee for temporary use the objects indicated in Appendix No1 (hereinafter referred to as the

Objects) with the aim to perform the Charter-specified activity. Appendix No1 is an integral part of the Contract. Concurrently

with transfer of right to use the objects, rights to use are transferred to that part of land plot which is occupied by the

leased objects and necessary for their use. 1.2. Handover of the objects is performed by Certificate of Acceptance-Transfer

Ownership to be signed by the Parties’ authorized representatives. During handover of the objects, the Parties

shall check their state as evidenced in the Certificate of Acceptance. The Certificate of Acceptance-Transfer

Ownership is an integral part of the Contract.



Meeting А24710






127



Contract No

Date of effecting

transaction



entity



rubles

Term of obligations

performance under


completion date)

Date of transaction

approval


approval

Reg. No Affiliation

95/8U-2011 31.05.2011

Under this Contract, Principal orders and Agent commits itself to take actual and legal actions indicated in p. 2.1 of this

Contract on its behalf but at the Principal’s expense, while the Principal shall pay remuneration to the Agent for this order

performance. The Principal employee is natural person applying for services to be provided and submitting an application with an official stamp put by the Principal

(hereinafter referred to as the User). Compensation involves part of the voucher cost to be paid by the Principal. Size of

compensation is given in the Appendix.



Meeting А02611






95/8U-2011, add. agr. No.1*

14.06.2011

Under this Contract, Principal orders and Agent commits itself to take actual and legal actions indicated in p.2.1 of this

Contract on its behalf but at the Principal’s expense, while the Principal shall pay remuneration to the Agent for this order

performance. The Principal employee is natural person applying for services to be provided and submitting an application with an official stamp put by the Principal

(hereinafter referred to as the User). Compensation involves part of the voucher cost to be paid by the Principal. Size of

compensation is given in the Appendix.



Meeting А08611






66/043-2011 31.10.2011

Conduct of qualification tests of digital-to-analog converters (DAC) 11К25.2Д 1100-0, 11К25.2Д 1100-0-01, manufactured

for tests and within the periods specified by the Schedule (Appendix No1 to Contract).5U-310/925

OAO NPO Energomash 80 932 400,00 30.12.2012 14.07.2011 Board of

Directors И04411

RSC Energia performs the functions of NPO Energomash single-member executive body.

Corporation President V.A. Lopota is the Chairman of Board of

Directors of NPO Energomash; Corporation BD members

V.A.Davydov and A.B. Krasnov are the members NPO Energomash BD; the Corporation Management member V.Y. Osmolovskiy is the

128



Contract No

Date of effecting

transaction



entity



rubles

Term of obligations

performance under


completion date)

Date of transaction

approval


approval

Reg. No Affiliation

member of NPO Energomash BD

90/043-2011/980-

11-200 26.07.2011 DW Development of technical proposals for electric drive of

engine RD180V OAO NPO

Energomash 799 000,00 15.06.2011 22.06.2011 Board of Directors И03611

RSC Energia performs the functions of NPO Energomash single-member executive body.

Corporation President V.A. Lopota is the Chairman of Board of

Directors of NPO Energomash; Corporation BD members

V.A.Davydov and A.B. Krasnov are the members NPO Energomash BD; the Corporation Management member V.Y. Osmolovskiy is the member of NPO Energomash BD

78/003-07, add.

agr. No. 4

02.03.2011 Contractor performs services related to intracompany routine security measures in support of the Customer activity on RSC

Energia premises

OAO Consortium Space Regatta

(Kosmicheskaya Regata)

45 000,00 31.12.2011 09.02.2011 Board of Directors А07007

Corporation Management member V.Y. Osmolovskiy is the Board of

Directors’ member of OAO Consortium Kosmicheskaya

Regata

129



Contract No

Date of effecting

transaction



entity



rubles

Term of obligations

performance under


completion date)

Date of transaction

approval


approval

Reg. No Affiliation

86/246-11 23.05.2011

1.1 Lessor grants the Lessee for temporary use nonresidential production premises with a total area of 20,4 m2 in

administrative building “Design building No.4» (with a total area of 2895,4 m2., inv.No.0100489) on the 3rd floor, room 34 located at the following address: 1A Grabina street, Korolev

city, Moscow Region, for the Charter-authorized activity. Attached is the floor plan 1.2. Handover of nonresidential

premises is carried out by Acceptance by the Parties’ authorized representatives. During transfer of nonresidential premises, the Parties shall check their condition as evidenced

by the Acceptance-Transfer Ownership Certificate. Acceptance-Transfer-Ownership Certificate is an integral part of the Contract 1.3. Nonresidential premises indicated in p. 1.1

are owned by the Lessor upon the right of ownership.

OAO Consortium Kosmicheskaya

Regata 47 114,40 29.04.2012 14.07.2011 Board of

Directors А08011



Regata

56/091-2011 01.03.2011 DW: Conduct of flight model SZK acceptance tests

OAO Consortium Kosmicheskaya

Regata 450 000,00 30.06.2011 26.05.2011 Board of

Directors И03411



Regata

70/05, add. agr.

21 15.12.2011

SC/SRC Zenit-M analytical integration; Mission Analysis and Land Launch Program management in support of spacecraft

launch

OOO International Space Services 25 600,00 S 31.12.2030 16.11.2011 Board of

Directors Г02106 Corporation Management member V.M. Filin is the member of OOO

MKU Board of Directors

70/05, add.

agr.20 27.10.2011


launch

OOO International Space Services 70 000,00 S 31.12.2030 22.09.2011 Board of



130



Contract No

Date of effecting

transaction



entity



rubles

Term of obligations

performance under


completion date)

Date of transaction

approval


approval

Reg. No Affiliation

70/05, add.

agr.18 26.04.2011


launch

OOO International Space Services 62 178 000,00 31.12.2030 26.05.2011 Board of



70/05, add.

agr.19 17.12.2010


launch

OOO International Space Services

Updating Phases 10.1. -

10.4 dates 31.12.2030 26.05.2011 Board of



5-14/06-S 31.01.2011

1.1 “Operator” within the scope foreseen under the Contract and Appendices hereto provides local telephone

communication services to “Subscriber” in accordance with the terms of the Communication Supervision Federal Service

License No.446081.2 dated 01.10.2006. The “Subscriber” shall pay for the stated services in accordance with the “local

telephone communication services rates” to be provided by RSC Energia, Appendix No.2

OOO OIME 782 945,67 31.12.2011 29.12.2010 Board of Directors А01206

Corporation Board of Directors members N.I. Zelenschikov and

A.F. Strekalov are the members of OOO OIME Board of Directors

253/003-10 19.01.2011

Contractor provides services to conduct intracompany routine security measures in support of the Customer activity on RSC

Energia premises OOO OIME 39 288,00 31.01.2011 29.12.2010 Board of

Directors А24810



100/897-2011 02.11.2011 Development of modified feet modules 9А051 and 9А067 with

adjustable heel height OOO OIME 3 260 000,00 30.06.2012 15.07.2011 Board of Directors И04211



131



Contract No

Date of effecting

transaction



entity



rubles

Term of obligations

performance under


completion date)

Date of transaction

approval


approval

Reg. No Affiliation

243/246-10 18.11.2011

Lessor grants the Lessee for temporary use nonresidential premises with a total area of 610,2 m2 – administrative building

business offices with a total area of 302,7 m2 on the 1 floor, rooms 13-30,54,56; – rooms in store premises No.89 with a

total area of 163,7 m2, on the 1st floor, rooms Nos1-7

OOO OIME 1 578 297,60 29.12.2011 14.17.2011 Board of Directors А23710



243/246-10, add.

agr. No. 1 08.02.2011

Lessor grants the Lessee for temporary use nonresidential premises with a total area of 610,2 m2 – administrative building

business offices with a total area of 302,7 m2 on the 1 floor, rooms 13-30,54,56; – rooms in store premises No.89 with a

total area of 163,7 m2, on the 1st floor, rooms Nos1-7

OOO OIME 283 861,20 29.12.2011 14.07.2011 Board of Directors А23710



186/246-11 29.12.2011

1.1. Lessor grants the Lessee for temporary use nonresidential premises with a total area of 610,2 m2 – office premises in

administrative building (inv. No. 0100108) with a total area of 302,7 m2 on the 1st floor, rooms Nos 13-30,56 located at the

address: 4A Lenin Street, Korolev city, Moscow Region

OOO OIME 2 064 916,00 29.12.2012 26.12.2011 Board of Directors А17711



Note: TOTAL FOR ZAO ZEM RSC Energia 316 100 442,52 * - reduced Contact value

132

Appendix 2

Interested-party transactions effected in 2011 (with RSC Energia as the Customer)

Contract No

Additional

Agreement No

Date of making

transaction

Subject of transaction (statement of Work, Contract Subject)


entity

Size of transaction (contract

amount, add. agr.), rubles

Term obligations

performance under


completion date)

Date of transaction approval


approval Affiliation

505010 1 25.01.2011

International-legal protection of ENERGIA satellite communication and broadcasting system frequency assignments at orbital

positions 13 Е, 14.5 Е and 23 Е in С-, Ku- and Ka-radio-frequency bands (code ENERGIA-

MPZ-2010)

ZAO Energia-Telecom 21 760 577,00 31.12.2011 29.12.2010 Board of

Directors

ZAO Energia Telecom Board of Directors membership is as follows: Corporation President V.A. Lopota

and Management members V.Y. Osmolovsky, A.V. Vovk

678-09 8 21.11.2011 Upgrading of corrector and CE of complex

Kaktus-2B Т71.790.136 with respect of EEE parts and completing items

GNU TsNII RTK 525 174 103,00 30.01.2012 16.11.2011 Board of Directors

Sun of the Corporation President, A.V. Lopota is Director of GNU

TsNII RTK

419-11 27.12.2011

Drawing a conclusion. Taking part in tests and State Committee operation with respect to articles 11F732 and LC of Kaktus-2B ASP

Complex

GNU TsNII RTK 511 696,80 31.12.2011 01.04.2011 Board of Directors


TsNII RTK

add. agr. to 438-02 14 08.09.2011

Development of Technical Direction and Preliminary Design for equipment intended for integrated experiment “Kontrol”. Manufacture

and delivery of prototypes of the complex “Environmental Parameters Monitoring

System” for flight tests.

GNU TsNII RTK 850 000,00 31.12.2013 07.09.2011 Board of Directors


TsNII RTK

437-11 (PO GOS-

KONTRACTU 351-9990/10)

16.09.2011 Development of Technical Proposal for Lidar

Measurement System (LMS) Experimental verification of the main technical solutions



TsNII RTK

425-11 07.12.2011 Manufacture of prototype and conducting autonomous tests of two-axis turntable GNU TsNII RTK 10 900 000,00 30.06.2012 22.09.2011 Board of

Directors


TsNII RTK

434-11 08.09.2011 Scientific-technical support of SE “Kontur” GNU TsNII RTK 600 000,00 31.10.2012 07.09.2011 Board of Directors


TsNII RTK

433-11 29.09.2011 Development of Preliminary Design materials. PD review (E “Kontur-2”) GNU TsNII RTK 5 674 700,00 31.10.2012 22.09.2011 Board of

Directors


TsNII RTK

424-11 10.11.2011 Scientific equipment “Specialized Manipulator System” GNU TsNII RTK 3 443 170,00 30.06.2014 14.07.2011 Board of

Directors


TsNII RTK

430-11 01.12.2011 Development of robot vision system for

monitoring and determining relative motion parameters of space objects using TV and



TsNII RTK

133


(with RSC Energia as the Customer)

Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)




optical system

444-11 07.12.2011 Preliminary Design development on TPM robotic system elements GNU TsNII RTK 3 000 000,00 30.06.2011 26.12.2011 Board of

Directors


TsNII RTK

375/П 17** 08.02.2011 DW (development work) on Complex 14К235 ZAO ZEM RSC Energia 0,00 31.12.2013 19.06.2010


Meeting


Corporation Board of Directors’ member. Corporation Board of

Directors and Management member N.I. Zelenschikov is included in the Management of ZAO ZEM of RSC

Energia; the Corporation Management members V.A. Manyuta and A.G.

Pyzin are included in the Management of RSC Energia ZAO ZEM

375/П 18 09.02.2011 DW (development work) on Complex 14К235 ZAO ZEM RSC Energia 2 269 336,00 31.12.2013 19.06.2010


Meeting






375/П 19* 06.05.2011 DW (development work) on Complex 14К235 ZAO ZEM RSC Energia -7 385 859,18 31.12.2013 19.06.2010


Meeting






375/П 20* 28.06.2011 DW (development work) on Complex 14К235 ZAO ZEM RSC Energia -54 986 915,90 31.12.2013 25.06.2011


Meeting



134



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)









Meeting








Meeting








Meeting






375/П 24 24.09.2011 DW (development work) on Complex 14К235 ZAO ZEM RSC 6 160 065,53 31.12.2013 25.06.2011 General RSC Energia ZAO ZEM General

135



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)




Energia Shareholders’ Meeting

Director A.F. Strekalov is the Corporation Board of Directors’ member. Corporation Board of




399/П 3 ** 05.04.2011 Manufacture of hardware for Base Module (BM) assembly

ZAO ZEM RSC Energia 0,00

Until the Parties meet their

commitments completely

19.06.2010 General







399/П 15 01.03.2011 Manufacture of hardware for Base Module (BM) assembly

ZAO ZEM RSC Energia 549 190,46



19.06.2010 General







399/П 16** 02.02.2012 Manufacture of hardware for Base Module (BM) assembly




25.06.2011 General






136



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)





483/П 16 06.04.2011

Work performance on manufacturing LSS elements (WT, filling indicators connector

members) in accordance with the Corporation President Order No. 304 of 19.10.06.



Meeting






120 18 ** 22.07.2011 In support of space experiments (SE) on the ISS RS under the DW subject “ISS-Nauka”



Meeting






120 20* 10.01.2012 In support of space experiments (SE) on the ISS RS under the DW subject “ISS-Nauka”



Meeting






470/П 4** 27.07.2011 US DM-SL manufacture ZAO ZEM RSC Energia 0,00



19.06.2010 General




Directors and Management member N.I. Zelenschikov is included in the

137



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)




Management of ZAO ZEM of RSC Energia; the Corporation Management

members V.A. Manyuta and A.G. Pyzin are included in the Management

of RSC Energia ZAO ZEM




25.06.2011 General







470/П 6 23.12.2011 US DM-SL manufacture ZAO ZEM RSC Energia 392 824,00



25.06.2011 General







360/П 2** 05.04.2011

Manufacture, tests, MTS and acceptance, preparation for TC-based FDT, outfitting with personal equipment in accordance with DTD

of Soyuz TM manned space vehicle



Meeting






360/П 3 * 05.04.2011 Manufacture, tests, MTS and acceptance,

preparation for TC-based FDT, outfitting with personal equipment in accordance with DTD



Meeting


Corporation Board of Directors’

138



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)




of Soyuz TM manned space vehicle member. Corporation Board of Directors and Management member N.I. Zelenschikov is included in the Management of ZAO ZEM of RSC



540/П 2 ** 15.03.2011

Manufacture, tests, MTS and acceptance, preparation for TC-based FDT, outfitting with personal equipment in accordance with DTD

of Soyuz TM manned space vehicle



Meeting






546/П 3** 04.03.2011

Manufacture, tests, MTS and acceptance, preparation for TC-based FDT, manufacture of delivered equipment in accordance with DTD of Progress M transport cargo vehicle under

this Contract terms



Meeting






553/П 3 ** 15.03.2011


this Contract terms



Meeting






139



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)




553/П 4** 13.05.2011


this Contract terms



Meeting






552/П 3 ** 15.03.2011


this Contract terms



Meeting






552/П 4** 15.08.2011


this Contract terms



Meeting






551/П 3 ** 15.03.2011


this Contract terms



Meeting




Energia; the Corporation Management

140



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)






551/П 4** 15.08.2011


this Contract terms



Meeting






550/П 3 ** 15.03.2011


this Contract terms



Meeting






549/П 3** 04.03.2011


this contract terms



Meeting






541/П 3** 15.08.2011 Manufacture, tests, MTS and acceptance of Soyuz TM manned space vehicle



Meeting



Directors and Management member

141



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)




N.I. Zelenschikov is included in the Management of ZAO ZEM of RSC



541/П 4 ** 30.09.2011 Manufacture, tests, MTS and acceptance of Soyuz TM manned space vehicle



Meeting






608/П 4 05.04.2011

Contractor commits itself to modify art. 11F615, GTE, CTE; manufacture hardware under approved TD, Schedule, order forms;

ensure tests, maintenance operations



Meeting






608/П 5** 05.09.2011

Contractor commits itself to modify art. 11F615, GTE, CTE; manufacture hardware under approved TD, Schedule, order forms;

ensure tests, maintenance operations



Meeting






607/П 6 05.04.2011 Performance of work on modifying article 11F732, GTE, CTE, manufacturing hardware

ZAO ZEM RSC Energia 35 348 726,00 Until the Parties

meet their 20.06.2010 General Shareholders’


142



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)




under the accepted TD, Schedule, order forms; ensuring tests, maintenance operations


Meeting Corporation Board of Directors’ member. Corporation Board of




607/П 7 ** 05.09.2011

Performance of work on modifying article 11F732, GTE, CTE, manufacturing hardware

under the accepted TD, Schedule, order forms; ensuring tests, maintenance operations




21.06.2010 General







595/П 4** 14.02.2011 Manufacture of Russian systems (RS) for the third, fourth and fifth ATV flights




26.06.2011 General











27.06.2011 General






Pyzin are included in the Management

143



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)









28.06.2011 General







595/П 7 ** 21.10.2011 Manufacture of Russian systems (RS) for the third, fourth and fifth ATV flights




29.06.2011 General







575/П 2 ** 26.10.2011 Manufacture and tests of Upper Stage 425GK.0000-0 DM-SLB and SPT&A for it



Meeting






487/П 3 ** 27.04.2011 Manufacture and tests of Upper Stage 314G DM-SL and SPT&A for it



Meeting




144



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)






488/П 3 ** 27.04.2011 Manufacture and tests of Upper Stage 314G DM-SL and SPT&A for it



Meeting






416/П 8 26.04.2011 Manufacture , tests and delivery of hardware for Multipurpose Laboratory Module (MLM

77 KML) under Contract terms

ZAO ZEM RSC Energia 63878743



20.06.2010 General









ZAO ZEM RSC Energia 46 912 560,00



21.06.2010 General












22.06.2010 General




145



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)












23.06.2010 General







630/П 2** 09.03.2011

Manufacture, testing on MTS and acceptance under DTD of Soyuz TM transport manned space vehicle, preparation for FDT at TC,

outfitting with personal equipment



Meeting






630/П 3** 13.05.2011

Manufacture, testing on MTS and acceptance under DTD of Soyuz TM transport manned space vehicle, preparation for FDT at TC,




Meeting






630/П 4 ** 28.11.2011 Manufacture, testing on MTS and acceptance ZAO ZEM RSC 0,00 03.01.2013 25.06.2011 General RSC Energia ZAO ZEM General

146



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)




under DTD of Soyuz TM transport manned space vehicle, preparation for FDT at TC,







627/П 4** 17.01.2011

Manufacture of Kurs hardware and conducting joint tests of Kurs-ATV and Kurs-P equipment

for European cargo space vehicles ATV3, ATV4, ATV5.



Meeting






627/П 5** 29.04.2011





Meeting






627/П 6 20.07.2011





Meeting





147



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)





627/П 7** 02.09.2011





Meeting






627/П 8** 02.12.2011





Meeting






544/П 4 ** 15.03.2011


this contract terms



Meeting









20.06.2010 General





148



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)










21.06.2010 General







545/П 4 ** 04.03.2011

Manufacture, tests, MTS and acceptance, preparation for FDT at TC, manufacture of

delivered equipment in accordance with DTD of Progress M transport cargo space vehicle

under these contract terms




19.06.2010 General







583/П

DW: «Supervision of ISS RS full-scale tests on article 17KS No24008, EU1019, EU1178;

performance of test-training work on EU508/8, EU1020, EU1036, EU1038, EU1068 and test

stand «Selen»; modifying ISS RS onboard systems, experimental installations and test

stands”



Meeting






468/П 5 26.04.2011 US DM-SL manufacture ZAO ZEM RSC Energia 1 439 999,60


commitments 19.06.2010


Meeting



149



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)




completely member. Corporation Board of Directors and Management member N.I. Zelenschikov is included in the Management of ZAO ZEM of RSC






19.06.2010 General







503/П 2** 14.03.2011 Manufacture and testing of Upper Stage 452GK.0000 DM-SLB and SPT&A for it




25.06.2011 General











25.06.2011 General







150



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)








25.06.2011 General











25.06.2011 General







547/П 3 ** 04.03.2011


delivered equipment in accordance with DTD of Progress M transport cargo vehicle under

these contract terms



Meeting






548/П 3 ** 04.03.2011


delivered equipment in accordance with DTD of Progress M transport cargo vehicle under

these contract terms



Meeting





151



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)






52 15 05.04.2011

Performance of work on building Technical and Launch Complexes (RMP) for art.

11F615, 11F732 on the subject «ISS-Energia» RM



Meeting






237/05 6 ** 27.12.2011

Contractor performs work on maintenance and repair of mechanical part of 10 automated

gates and 47 turnstiles available at entrance check-points of all three premises of RSC

Energia



Meeting






558/П 1** 15.03.2011

Manufacture, testing on MTS and acceptance with DTD of Soyuz TM transport manned

space vehicle, preparation for TC-based FDT, outfitting with personal equipment



Meeting






558/П 2 ** 03.05.2011

Manufacture, testing on MTS and acceptance with DTD of Soyuz TM transport manned

space vehicle, preparation for TC-based FDT, outfitting with personal equipment



Meeting




152



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)







619/П 1 13.05.2011

Performance of work on manufacture, testing on MTS and acceptance of article 11F732,

preparation for TC-based FDT, outfitting with personal equipment



Meeting






559/П 1** 15.03.2011

Manufacture , testing on MTS and acceptance in accordance with DTD of Soyuz TM

transport manned space vehicle, preparation for TC-based FDT, outfitting with personal

equipment



Meeting






559/П 2 ** 13.05.2011

Manufacture , testing on MTS and acceptance in accordance with DTD of Soyuz TM

transport manned space vehicle, preparation for TC-based FDT, outfitting with personal

equipment



Meeting






560/П 1 ** 15.03.2011 Manufacture , testing on MTS and acceptance, preparation for TC-based FDT, manufacture of

ZAO ZEM RSC Energia 0,00 31.05.2013 19.06.2010 General

Shareholders’ RSC Energia ZAO ZEM General

Director A.F. Strekalov is the

153



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)




delivered equipment in accordance with DTD of Progress M transport cargo space vehicle





560/П 2** 13.05.2011

Manufacture , testing on MTS and acceptance, preparation for TC-based FDT, manufacture of delivered equipment in accordance with DTD of Progress M transport cargo space vehicle



Meeting






561/П 1 13.05.2011

Manufacture , testing on MTS and acceptance, preparation for TC-based FDT, manufacture of delivered equipment in accordance with DTD of Progress M transport cargo space vehicle



Meeting






562/П 1 13.05.2011 Contractor commits itself to perform work on

manufacturing of RCC body for transport cargo vehicle 11F615A60



Meeting






154



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)





652/П 5 05.04.2011

Contractor commits itself to perform work on Preliminary Design materials development and release concerning ZAO ZEM manufacturing technology for SC «*****»; manufacture of

devices (CCU, EMA, EMA CU), dismantling of completing items from SC dynamic

mockup; upgrading of xenon-filling test stand



Meeting






652/П 6 11.08.2011






Meeting






652/П 7** 11.07.2011






Meeting






652/П 8** 12.09.2011






Meeting




155



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)






652/П 9** 10.10.2011






Meeting






652/П 10** 11.10.2011






Meeting






652/П 11 19.12.2011






Meeting






652/П 12* 28.12.2011




Meeting



156



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)









42/10 2 ** 30.03.2011 Manufacture (assembly) of trial assembly units for orthopaedic device of lower extremities



Meeting






42/10 3** 08.06.2011 Manufacture (assembly) of trial assembly units for orthopaedic device of lower extremities



Meeting






42/10 4** 19.10.2011 Manufacture (assembly) of trial assembly units for orthopaedic device of lower extremities



Meeting






662/П 1* 10.05.2011 Performance of work on manufacturing ZAO ZEM RSC -2 421 420,00 Until the Parties 19.06.2010 General RSC Energia ZAO ZEM General

157



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)




complete set for assembly of AU 465GK.0000А9-0 No.5L

Energia meet their commitments

completely






662/П 2 17.08.2011 Performance of work on manufacturing





25.06.2011 General







662/П 3** 28.06.2011 Performance of work on manufacturing





25.06.2011 General












25.06.2011 General






158



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)










25.06.2011 General







658/П 1 ** 23.06.2011

Performance of work on manufacture, assembly and tests of adapter unit

496GK0000-0 No.13L, preparation of adapter unit 496GK0000-0 No.13L for shipment and

transportation to Tyura-Tam station




19.06.2010 General







658/П 2** 03.08.2011







25.06.2011 General







658/П 3* 17.10.2011




ZAO ZEM RSC Energia -5 501 400,00



25.06.2011 General





159



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)







658/П 4** 29.09.2011







25.06.2011 General







658/П 5** 23.11.2011







25.06.2011 General







659/П 1 ** 23.06.2011







19.06.2010 General







659/П 2** 02.12.2011 Performance of work on manufacture,

assembly and tests of adapter unit 496GK0000-0 No.14L, preparation of adapter



commitments 19.06.2010


Meeting



160



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)




unit 496GK0000-0 No.14L for shipment and transportation to Tyura-Tam station

completely member. Corporation Board of Directors and Management member N.I. Zelenschikov is included in the Management of ZAO ZEM of RSC



50/10 1** 29.03.2011 Performance of work on manufacture

(assembly) of trial lot of wrist models for upper extremities artificial limbs




19.06.2010 General







50/10 2** 03.06.2011 Performance of work on manufacture





19.06.2010 General







50/10 3 ** 17.10.2011 Performance of work on manufacture





25.06.2011 General







161



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)




675/П 1 23.11.2011

Performance of work on ensuring delivery (including procurement of personal equipment

for American astronauts and their backup astronauts, ISS crew members to be delivered

by Soyuz TMA space vehicles (26S-29S))



Meeting






683/П 1 08.06.2011

Contractor commits itself to perform and hand the Customer over, while the latter shall accept

and pay for the following work: DW; “Supervision of full-scale tests of the ISS RS on article 17KS No.24008, EU1019, EU1178, EU1284, 240GK.0000А2Х91-0 ensuring test-

training activities on EU508/8, EU1020, EU1036, EU1038, EU1068, EU1254, stand

“Selen” and modifying ISS RS onboard systems, experimental plants and test stands”.



Meeting






683/П 2 15.06.2011







Meeting






683/П 3 16.06.2011






Meeting





162



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)







683/П 4 11.10.2011







Meeting






683/П 5 14.12.2011







Meeting






676/П 1 24.10.2011 Performance of work on repairing hydraulic cylinders and manufacture of moulds



Meeting






684/П 13.05.2011

Manufacture, assembly, tests on MTS, transportation and acceptance of Soyuz TMA

transport manned space vehicle at TC, preparation for TC-based FDT, outfitting with

personal equipment

ZAO ZEM RSC Energia 1 389 108 600,00 30.10.2014 19.06.2011


Meeting




163



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)







646/П 13.05.2011



personal equipment



Meeting






644/П 13.05.2011



personal equipment



Meeting






645/П 13.05.2011



personal equipment



Meeting






643/П 13.05.2011 Manufacture, assembly, tests on MTS, transportation and acceptance of Soyuz TMA

ZAO ZEM RSC Energia 1 349 885 900,00 31.10.2013 19.06.2011 General



164



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)





personal equipment





642/П 13.05.2011



personal equipment



Meeting






641/П 13.05.2011

Manufacture, assembly, tests on MTS, transportation and acceptance of Souyz TMA

transport manned space vehicle at TC, preparation for TC-based FDT; outfitting with

personal equipment



Meeting






640/П 13.05.2011

Manufacture, assembly, tests on MTS, transportation and acceptance of Progress M

transport cargo space vehicle at TC, preparation for TC-based FDT; manufacture

and delivery of equipment to be shopped to TC



Meeting






165



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)





639/П 13.05.2011


transport cargo space vehicle at TC; preparation for TC-based FDT; manufacture

and delivery of equipment to be shipped to TC



Meeting






638/П 13.05.2011


transport cargo space vehicle at TC; preparation for TC-based FDT; manufacture

and delivery of equipment to be shipped to TC



Meeting






682/П 13.05.2011


transport manned space vehicle at TC; outfitting with personal equipment



Meeting






685/П 13.05.2011


transport manned space vehicle at TC, preparation for TC-based FDT; outfitting with

personal equipment



Meeting




166



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)






706/П 02.08.2011 Performance of work on ILV prelaunch

processing and launch (under the Sea Launch program)



Meeting






705/п 1 26.10.2011 Performance of work on maintenance of RSS NVO set and leak test equipment



Meeting






681/П 17.03.2011

Performance of work on manufacture, assembly, tests on MTS transportation of Progress-M-UM transport cargo vehicle-

module



Meeting






709/П 1 28.12.2011 Performance of work on manufacture of cables and cable caps for ATV FM-5 SPT&A




25.06.2011 General




167



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)







715/П 24.08.2011

Performance of work on components DW «Manufacture of RV thermal insulating and

thermal protection materials samples in support of physicomechanical and thermal

test».



Meeting






704/П 08.09.2011

Performance of work on components DW «Manufacture of electrical mechanisms

breadboards for landing solid-fuel propulsion system to verify experimentally design

solutions



Meeting






701/П 22.08.2011

Performance of work on components DW «Manufacture of aerogasdynamic and thermal

models of RV and LES UGB for testing in wind tunnels»



Meeting






713/П 1 17.11.2011 Performance of work on components DW ZAO ZEM RSC 6 000 000,00 31.12.2012 25.06.2011 General RSC Energia ZAO ZEM General

168



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)




«Development and issue of Technical Project process volume» under PPTS subject






702/П Performance of work on replacement of GTE

components for TV US under DW «TV Soyuz, Proton-DM»

ZAO ZEM RSC Energia 390 890,00 30.12.2011


Meeting






724/П Components DW on building basic structural elements for new integrated thermal control

systems of advanced space stations

ZAO ZEM RSC Energia 1 400 000,00 30.11.2011


Meeting






107/12 1 21.12.2011

Seller commits itself to hand over, while Buyer shall accept the earlier used equipment – hot-water boiler PTVM-100 No 11, inv. No

0400603, and PTVM-100 No 13, inv. No 0402327




25.06.2012 General






169



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)





718/П 30.11.2011 Preparation for shipment and carriage of

railway transporter with handling adapter and escorting car



Meeting






721/П 07.11.2011

Components DW «Manufacture of breadboards of landing pad pneumatic

actuator, pneumatic actuator, pneutatic device of landing pad release, contact sensor for

landing device to verify experimentally design solutions»



Meeting






712/П 29.07.2011

Performance of work on components DW concerning the Technical proposal materials with respect to manufacturing technology for

SPM body




25.06.2011 General







01/П 19.04.2011 Supplier undertakes to deliver goods (furniture, agricultural implements,

equipment) to the Buyer




19.06.2010 General





170



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)







678/П 08.02.2011 Performance of work on ATV-2 docking assembly at Kourou



Meeting






616/П 2** 09.03.2011

Manufacture, tests on MTS and acceptance in accordance with DTD of Soyuz TM transport manned space vehicle, preparation fro FDT at

TC; outfitting with personal equipment



Meeting






616/П 3 * 09.06.2011

Manufacture, tests on MTS and acceptance in accordance with DTD of Soyuz TM transport

manned space vehicle, preparation for TC-based FDT, outfitting with personal equipment



Meeting






653/П 2* 31.03.2011 Performance of work on testing PCE monoblock (PCE Z0000 №FM)



Meeting



171



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)




member. Corporation Board of Directors and Management member N.I. Zelenschikov is included in the Management of ZAO ZEM of RSC



653/П 3* 27.07.2011 Performance of work on testing PCE monoblock (PCE Z0000 №FM)



Meeting






657/П 1 07.04.2011 Performance of work on manufacturing additional equipment for GTE art. ATV



Meeting






657/П 2** 13.05.2011 Performance of work on manufacturing additional equipment for GTE art. ATV



Meeting






172



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)





additional equipment for GTE art. ATV



Meeting










Meeting






657/П 5* 27.10.2011 Performance of work on manufacturing




Meeting






677/П 08.02.2011

Performance of work on annual maintenance of the Russian Segment systems and

equipment, as well as conducting activities on certification of hoisting gear set SM-624.Sb07 serial No 1 (under the Sea Launch Program)



Meeting





173



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)






673/П 05.03.2011 Performance of work on guarantee period

extension of bellows position detector 17KS.60Yu.1500-200 for art.FGB



Meeting






680/П 26.04.2011 Performance of work with USDM-SL during preparation for shipment from the enterprise

premises.




19.06.2010 General







708/П 15.08.2011 Ensure repair and testing of FM-2 PSU E50 device as part of EU-1129-385



Meeting






486/П 2 14.03.2011 Manufacture and testing of Upper Stage 314G DM-SL and SPT&A for it



Meeting




174



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)







435/п 3 ** 15.08.2011

Manufacture, tests, MTS and acceptance, preparation for FDT at TC; outfitting with

personal equipment in accordance with DTD of Soyuz M manned space vehicle



Meeting






554/п 3 13.05.2011

Manufacture, tests, MTS and acceptance, preparation for TC-based FDT; manufacture of equipment to be delivered in accordance with DTD of Progress M transport cargo vehicle

under this Contract terms



Meeting






574/п 1** 09.02.2011 Manufacture and testing of Upper Stage Dm-SLB and SPT&A for it



Meeting






574/п 2** 14.03.2011 Manufacture and testing of Upper Stage DM-SLB and SPT&A for it

ZAO ZEM RSC Energia 0,00 31.03.2012 19.06.2010 General



175



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)








574/п 3 ** 27.10.2011 Manufacture and testing of Upper Stage DM-SLB and SPT&A for it



Meeting






633/п 1* 21.03.2011 Manufacture of instruments to be used as

SPT&A of European cargo vehicle Russian systems RECS and RDS for ATV-5 set



Meeting






633/п 2* 12.10.2011 Manufacture of instruments to be used as




Meeting






176



Contract No

Additional

Agreement No

Date of making

transaction



entity



Term obligations

performance under


completion date)





633/п 3 ** 13.01.2012 Manufacture of instruments to be used as




Meeting






664/п 1 01.04.2011

Performance of work on manufacturing frames to deliver TRFA filters assembly to the ISS for

NASA and weight-dimension mockup of cargo



Meeting






Note: IN ALL FOR ZAO ZEM RSC Energia 18 763 004 166,30 * - decrease in dollar value

** - postponement of Contract milestones performance dates, amendments in the text, etc. (with contract amount remaining unchanged)

177

Appendix 3 Indicators of implemented organization and technical measures on electrical power supply and power efficiency increase in

2011

Item No. Description of measure

Costs (thousand

rubles)

Annual saving in fuel and energy resources (plan for

start of period)

Payback period

(month) Date of

implementation Annual saving in fuel and

energy resources (record at the end of period)

in kind in thousand rubles in kind

in thousand

rubles 1. Organization measures, IN ALL, including: 1.1. Change in structure of activities; services to be

performed

1.2. Change in output range 1.3. Change in schedule (shift system) of production 1.4. Change in structure of energy resources to be

consumed

1.5. Other measures: 2. Technical measures, IN ALL, including 2.1. 1. Improvement of manufacturing processes 2.10. 10. Reconstruction and modernization of power-

consuming equipment (heat power)

2.11. 11. Reconstruction and modernization of power-consuming equipment (gas supply)

2.12. 12. Reconstruction and modernization of power plants (electrical power)

0,125 950 41 01.06.2012 0

2.13. 13. Reconstruction and modernization of power plants (heat power)

73960 39900 114 01.09.2012 0

2.14. 14. Reconstruction and modernization of power plants (gas supply)

2.15. 15. Use of recycled energy resources 2.16. 16. Use of alternative energy sources

178


2011


Costs (thousand

rubles)


start of period)

Payback period

(month) Date of




in thousand

rubles 2.17. 17. Introduction of АСУТП*, АСТУЭ* and

АСКУЭ* to optimize consumption of energy resources, incl. fuel

12120 8500 71 01.11.2012 0

2.18. 18. Introduction of the latest technologies and equipment (electrical power)

2396 7500 68 01.12.2012 0

2.19. 19. Introduction of the latest technologies and equipment (heat power)

2.2. 2. Optimizing energy resources consumption modes (electrical power)

2.20. 20. Introduction of the latest technologies and equipment (gas supply)

2.21. 21. Introduction of the latest technologies and equipment (water supply)

2.22. 22. Introduction of energy resources rationing in manufacturing processes (electrical power)

2.23. 23. Introduction of energy resources rationing in manufacturing processes (heat power)

2.24. 24. Introduction of energy resources rationing in manufacturing processes (gas supply)

*АСУТП – Computer-aided Technological Process Control System *АСТУЭ – Computer-aided Energy Resources Technical Accounting System *АСКУЭ – Computer-aided Energy Resources Commercial Accounting System

179


2011


Costs (thousand

rubles)


start of period)

Payback period

(month) Date of




in thousand

rubles 2.25. 25. Introduction of energy resources rationing in

manufacturing processes (water supply)

2.26. 26. Improvement of energy resources accounting equipment and systems

2.27. 27. Other measures:: 2.3. 3. Optimizing energy resources consumption

modes (heat supply)

2.4. 4. Optimizing energy resources consumption modes (gas supply)

2.5. 5. Improvement of electrical power supply schemes

2.6. 6. Improvement of heat supply schemes 2.7. 7. Improvement of water supply schemes 2.8. 8. Improvement of gas supply schemes 2.9. 9. Reconstruction and modernization of energy-

consuming equipment (electrical power) 60547 33000 61 30.04.2012 0

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