| Company name and location: | Open Joint-Stock Company «Volga Territorial Generation Company» (Russia, Samara, Mayakovskogo str. 15) |
| Type of the general meeting: | extraordinary |
| Meeting format | meeting |
| Date of the meeting: | November 16, 2007 |
| Place of the meeting: | Samara, Mayakovskogo str. 15 |
| Time of persons entitled to participate in general share-holders’ meeting registration: | 11.00 – 12.25 |
| The Meeting was called to order at: | 12.00 |
| The counting of votes began at: | 12.30 |
In accordance with item 7.2 of regulations on the Volzhskaya TGC general shareholders’ meeting preparation and convocation order, functions of the Chairman shall be exercised by Deputy Chairman of the Board of Volga TGC Mr. Makushin Jury Pavlovich.
Secretary of the meeting – Volga TGC corporate management department head Mr. Stitzuk Yury Vyacheslavovich.
Functions of the tabulation commission are fulfilled by the Company Registrar – OJSC «Central Moscow Depositary» (105078, Moscow, Orlikov lane, 3, bld.Â), the registrar’s authorized person - Mrs. Asmolova Marina Alexandrovna.
Presidium of the meeting:
- Mr. Makushin Jury Pavlovich - Deputy Chairman of the Board, chairman of the meeting;
- Mr. Nikonov Vasily Vladislavovich – member of the Board, General Director, President of the Executive Board;
- Mr. Rimer Yury Mirovich – Director for economics and finance;
- Mr. Sviridov Igor Vladimirovich – Director for legal issues, corporate management and property.
Agenda of meeting:
| Agenda of meeting: | |||||
|---|---|---|---|---|---|
| 1.Early termination of the members of the Company Board powers and election of the Company Board of Directors. | |||||
| 2. Early termination of the members of the Company Auditing Committee powers and election of the Company Auditing Committee. | |||||
| 3.Amendments to the Company Charter. | |||||
| 4.Increase of the Volga TGC authorized capital in term of additional shares distribu-tion by means of public offering. | |||||
| 5. Determination of quantity, nominal value, categories (types) of Volga TGC author-ized shares, and rights conferred by these shares. | |||||
| Quantity of votes for cumulative voting of the persons who were included in the list of persons entitled to participate in the General Shareholders’ Meeting | 287 049 308 469 |
| Quantity of votes for cumulative voting of the persons – owners of distributed shares, entitled to vote at the meeting | 287 276 837 815 |
| Quantity of votes for cumulative voting of the persons who participated in the General Shareholders’ Meeting on this item on the agenda | 227 212 291 075 |
| Quorum on this item | 79,0918% |
Voting pattern(«valid votes»):
| ¹ | Name of candidate | % Q-ty of votes for the candidate | %of those participated in the meeting |
|---|---|---|---|
| 1 | Avetisjan Vladimir Evgenievich | 22 507 718 359 | 9,9060 |
| 2 | Nikonov Vasily Vladislavovich | 22 463 285 403 | 9,8865 |
| 3 | Zhelyabovsky Yury Anatolievich | 22 081 499 624 | 9,7184 |
| 4 | Shirayeva Larisa Vladimirovna | 22 077 846 298 | 9,7168 |
| 5 | Makushin Yury Pavlovich | 22 075 843 700 | 9,7160 |
| 6 | Zavalko Maxim Valentinovich | 22 073 303 550 | 9,7148 |
| 7 | Fedorchuk Dmitry Vasilievich | 22 070 493 403 | 9,7136 |
| 8 | Teplukhin Pavel Mikhailovich | 19 938 579 289 | 8,7753 |
| 9 | Skvortsov Sergey Viktorovich | 16 967 228 888 | 7,4676 |
| 10 | Slobodin Mikhail Yurievich | 16 935 968 448 | 7,4538 |
| 11 | Gluschenko Alexey Dmitrievich | 16 934 173 952 | 7,4530 |
| 12 | Bochka Irina Sergeevna | 44 125 992 | 0,0194 |
| 13 | Evseenkova Elena Vladimirovna | 43 609 846 | 0,0192 |
| 14 | Tuzov Dmitry Anatolievich | 25 261 629 | 0,0111 |
| «AGAINST» all the candidates | 0 | 0,0000 | |
| «ABSTAINED» on all the candidates | 0 | 0,0000 | |
DECISION OF THE MEETING:
1. The powers of all the members of the Company Board are early terminated.
2. The following membership of the Board of Directors is elected:
Avetisjan Vladimir Evgenievich, Gluschenko Alexey Dmitrievich, Zhelyabovsky Yury Anatolievich, Zavalko Maxim Valentinovich, Makushin Yury Pavlovich, Nikonov Vasily Vladislavovich, Skvortsov Sergey Viktorovich, Slobodin Mikhail Yurievich, Teplukhin Pavel Mikhailovich, Fedorchuk Dmitry Vasilievich, Shirayeva Larisa Vladimirovna
ITEM ¹ 2: Early termination of the members of the Company Auditing Committee powers and election of the Company Auditing Committee.
The floor was given to Mr. Sviridov Igor Vladimirovich, director for legal issues, corporate management and property. The reporter informed of the order of creation of the candidates list to for elections to the Company Auditing Committee.
Voting on item ¹2.
| Quantity of votes of the persons who were included in the list of persons entitled to participate in the General Shareholders’ Meeting | 26 095 391 679 |
| Quantity of votes of the persons – owners of distributed shares, entitled to vote at the meeting | 26 113 446 212 |
| Quantity of votes of the persons who participated in the General Shareholders’ Meeting concerning this item on the agenda | 20 655 662 825 |
| Quorum on the item | 79,0997% |
Voting pattern, percentage of those participated in voting:
| ¹ | Name of candidate | «FOR» | «AGAINST» | «ABSTAINED» | |
|---|---|---|---|---|---|
| 1 | Tyunyaev Anatoly Yurievich | 20 459 660 844 | 99,0511% | 128 774 426 | 10 036 354 |
| 2 | Matunina Ludmila Romanovna | 14 447 932 760 | 69,9466% | 64 364 961 | 6 103 780 251 |
| 3 | Smirnova Elena Evgenievna | 14 445 116 509 | 69,9330% | 64 348 179 | 6 106 548 179 |
| 4 | Khalfin Ruslan Maratovich | 14 425 754 440 | 69,8392% | 69 157 216 | 6 107 765 438 |
| 5 | Mikhno Irina Vasilievna | 14 416 499 706 | 69,7944% | 79 372 439 | 6 104 448 704 |
| 6 | Shabayeva Olga Sergeevna | 118 588 537 | 0,5741% | 14 290 141 406 | 6 206 103 704 |
| 7 | Shelkovoy Vitaly Valerievich | 31 118 264 | 0,1507% | 14 348 645 509 | 6 214 185 298 |
DECISION OF THE MEETING:
1. The powers of all the members of the Company Auditing Committee are early terminated.
2. The following membership of the Auditing Committee is elected:
Matunina Ludmila Romanovna, Mikhno Irina Vasilievna, Smirnova Elena Evgenievna, Tyunyaev Anatoly Yurievich, Khalfin Ruslan Maratovich.
ITEM ¹ 3: Amendments the Company’s Charter.
The floor was given to Mr. Sviridov Igor Vladimirovich, director for legal issues, corporate management and property. The reporter analyzed the suggested amendments to the Charter of the Company. He mentioned that they specificate the competence of the Company’s management bod-ies, reflect current requirements of legislation and cover the additional shares issue and shares pub-lic offering procedure. The suggested amendments were grouped into three blocks.
Voting on Item ¹3 (block ¹1).
| Quantity of votes of the persons who were included in the list of persons en-titled to participate in the General Shareholders’ Meeting | 26 095 391 679 |
| Quantity of votes of the persons – owners of distributed shares, entitled to vote at the meeting | 26 116 076 165 |
| Quantity of votes of the persons who participated in the General Sharehold-ers’ Meeting concerning this item on the agenda | 20 655 662 825 |
| Quorum on the item | 79,0918% |
| Voting results: | Quantity of votes | % of all having the vote |
|---|---|---|
| «FOR» | 145 382 814 | 0,7038 |
| «AGAINST» | 63 900 395 | 0,3094 |
| «ABSTAINED» | 6 107 001 324 | 29,5657 |
Voting on Item ¹3 (block ¹2).
| Quantity of votes of the persons who were included in the list of persons en-titled to participate in the General Shareholders’ Meeting | 26 095 391 679 |
| Quantity of votes of the persons – owners of distributed shares, entitled to vote at the meeting I> | 26 116 076 165 |
| Quantity of votes of the persons who participated in the General Sharehold-ers’ Meeting concerning this item on the agenda | 20 655 662 825 |
| Quorum on the item | 79,0918% |
| Voting results: | Quantity of votes | % of all having the vote |
|---|---|---|
| «FOR» | 146 778 826 | 0,7106 |
| «AGAINST» | 66 831 564 | 0,3236 |
| «ABSTAINED» | 6 102 136 787 | 29,5422 |
Voting on Item ¹3 (block ¹3).
| Quantity of votes of the persons who were included in the list of persons en-titled to participate in the General Shareholders’ Meeting | 26 095 391 679 |
| Quantity of votes of the persons – owners of distributed shares, entitled to vote at the meeting | 26 116 076 165 |
| Quantity of votes of the persons who participated in the General Sharehold-ers’ Meeting concerning this item on the agenda | 20 655 662 825 | Quorum on the item | 79,0918% |
| Voting results: | Quantity of votes | % of all having the vote |
|---|---|---|
| «FOR» | 124 168 475 | 0,6011 |
| «AGAINST» | 87 535 329 | 0,4238 |
| «ABSTAINED» | 6 104 712 268 | 29,5547 |
DECISION OF THE MEETING:
Decision was not made.
ITEM ¹ 4: Increase of the Volga TGC authorized capital in term of additional shares distri-bution by means of public offering.
The floor was given to Mr. Sviridov Igor Vladimirovich, director for legal issues, corporate management and property. The reporter explained that the above increase of the authorized capital is planned for the purpose of additional shares issue, distribution of which will allow to attract invest-ments for construction of new generation facilities and reconstruction of the old ones.
Voting on Item ¹4.
| Quantity of votes of the persons who were included in the list of persons en-titled to participate in the General Shareholders’ Meeting | 26 095 391 679 |
| Quantity of votes of the persons – owners of distributed shares, entitled to vote at the meeting | 26 116 076 165 |
| Quantity of votes of the persons who participated in the General Sharehold-ers’ Meeting concerning this item on the agenda | 20 655 662 825 | Quorum on the item | 79,0918% |
| Voting results: | Quantity of votes | % of all having the vote |
|---|---|---|
| «FOR» | 150 296 190 | 0,7276 |
| «AGAINST» | 71 809 385 | 0,3476 |
| «ABSTAINED» | 6 102 050 341 | 29,5418 |
DECISION OF THE MEETING:
Decision was not made.
ITEM ¹5: Determination of quantity, nominal value, categories (types) of Volga TGC author-ized shares, and rights conferred by these shares.
The floor was given to Mr. Sviridov Igor Vladimirovich, director for legal issues, corporate management and property. The reporter indicated the direct relation of this issue with the preceding one, because the additional shares issue is only possible within the scope of the authorized shares.
Voting on Item ¹5.
| Quantity of votes of the persons who were included in the list of persons en-titled to participate in the General Shareholders’ Meeting | 26 095 391 679 |
| Quantity of votes of the persons – owners of distributed shares, entitled to vote at the meeting | 26 116 076 165 |
| Quantity of votes of the persons who participated in the General Shareholders’ Meeting concerning this item on the agenda | 20 655 662 825 | Quorum on the item | 79,0918% |
| Voting results: | Quantity of votes | % of all having the vote |
|---|---|---|
| «FOR» | 157 025 816 | 0,7602 |
| «AGAINST» | 64 210 721 | 0,3109 |
| «ABSTAINED» | 6 102 196 971 | 29,5425 |
DECISION OF THE MEETING:
Decision was not made.
After consideration of all the items on the agenda of the Volga TGC annual general shareholders meeting, the Chairman of the meeting announced termination of the meeting partici-pants’ registration. The floor was given to the chairman of the tabulation commission for an-nouncement of the final results of the registration; the time was allowed time for completion of voting procedure on all agenda items considered.
After ballots processing by the tabulation commission the voting results are announced and the Chairman of the Meeting declared the Volga TGC annual general shareholders’ meeting closed.
Appendices:
Protocol of the tabulation commission (3 pages).
Chairman of the meeting
Y.P. Makushin
Secretary of the meeting
Y.V. Stitzuk
Minutes was drawn up on 19.11.2007
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