MINUTES ¹2007-5â of Volga TGC extraordinary shareholders meeting
| Company name and location: | Open Joint-Stock Company Volga Territorial Generation Com-pany (Russia, Samara, Mayakovskogo str. 15) |
| Type of the general meeting | extraordinary |
| Meeting format | Absentee ballot |
| Last date of voting papers reception: | November 20, 2007. |
| Mailing addresses for send-ing completed ballots related to the items on the agenda: | 443100, Samara, Mayakovskogo str., 15, Volga TGC ;
105082, Moscow, Bolshaya Pochtovaya str., 34, bld.8 – CDM; 443080, Samara, 4th proyezd 57, liters Á, Á1, office 508 – CDM Samara Branch; 410005, Saratov, B.Sadovaya str., 239, bld. 42, office 201 – CMD Saratov Branch. |
| Date of persons entitled to participate in general share-holders’ meeting listing | October 15, 2007. |
Chairman of the meeting – Volga TGC Chairman of the Board – Avetisjan Vladimir Evgenievich.
Secretary of the meeting – Volga TGC corporate management department head Stitzuk Yury Vyacheslavovich.
Functions of the tabulation commission are fulfilled by the registrar of the Company – OJSC «Central Moscow Depositary», registrar’s authorized person – Mrs. Asmolova Marina Alexan-drovna
| Agenda of the meeting: |
|---|
| 1. Reorganization of Volga TGC by way of merger with OJSC Volga TGC Holding, being created within the frames of OJSC RAO UES of Russia reformation in the form of split-off and ap-proval of the Merger Agreement. |
| 2. Increase of the Volga TGC authorized capital in term of additional shares distribution by means of conversion of the merging company’s shares into them. |
| 3. Approval of Agreement on power provision to electric power wholesale market that is the transaction of interest. |
ITEM ¹1: Reorganization of Volga TGC in the form of merger with OJSC Volga TGC Holding, being created within the frames of OJSC RAO UES of Russia reformation in the form of split-off and approval of the Merger Agreement.
Voting results for Item 1
| Quantity of votes of the persons who were included in the list of persons en-titled to participate in the General Shareholders’ Meeting | 26 100 526 393 |
| 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 | 20 690 935 438 |
| Quorum on this item | 79,2268% |
| Voting results: | Number of votes | % of all voted |
|---|---|---|
| «FOR» | 20 686 110 656 | 99,9767 |
| «AGAINST» | 523 280 | 0,0025 |
| «ABSTAINED» | 1 842 393 | 0,0089 |
| Number of votes in void voting papers | 2 459 109 | |
DECISION OF THE MEETING:
1. To reorganize the Company in the form of merger with OJSC Volga TGC Holding, being created within the frames of OJSC RAO UES of Russia reformation in the form of split-off on conditions, specified in the Agreement on OJSC Volga TGC Holding merger into OJSC Volga TGC.
2. To approve the Agreement on OJSC Volga TGC Holding merger into OJSC Volga TGC (Appendix ¹1).
to approve the following order of OJSC Volga TGC Holding shares conversion into the shares of OJSC Volga TGC:
All shares of OJSC Volga TGC Holding shall be converted into shares of Volga TGC, placed under orders of Volga TGC as a result of OJSC Volga TGC Holding merger, into the shares purchased and/or redeemed by OJSC Volga TGC and/or into the additional shares of Volga TGC (in case Volga TGC shares placed under orders of Volga TGC as a result of OJSC Volga TGC Holding merger as well as shares purchased and/or redeemed by OJSC Volga TGC are not enough for conversion of all Volga TGC Holding shares in accordance with the approved conversion fac-tors).
In case of additional ordinary shares of Volga TGC issue, such shares must grant the shareholders the same rights as the distributed ordinary shares of Volga TGC in compliance with the Charter of Volga TGC and the law of the Russian Federation.
3.3.Shares conversion factors:
- 2,9903697466398600 of Volga TGC Holding ordinary shares shall be converted into one or-dinary share of OJSC Volga TGC with 1 (one) ruble face-value each;
- 3,2653087427821100 of Volga TGC Holding preference shares shall be converted into one ordinary share of OJSC Volga TGC with 1 (one) ruble face-value each.
Quantity of ordinary shares of Volga TGC, to be received by each shareholder of Volga TGC Holding shall be calculated by division of quantity of Volga TGC Holding shares of a certain category in his possession by the conversion factor.
In case the calculated quantity of Volga TGC shares to be received by Volga TGC Holding shareholder is fractional, the fractional part is subject to round-off according to the following rules:
- - if value of decimal places is from 5 to 9, one shall be added to the even number and the decimals shall be neglected;
- - if value of decimal places is from 0 to 4, the even number shall be only taken into account and the decimals shall be neglected;
- - if no shares are due to the shareholder on the results of the round-off, such shareholder shall receive one ordinary share of Volga TGC.
Furthermore, in case of additional ordinary shares of Volga TGC issue, the quantity of ordi-nary Volga TGC shares, from among the shares, placed under orders of Volga TGC and/or re-deemed and/or purchased by Volga TGC, that should be received by the shareholder of Volga TGC Holding shall be the integral part of the number, calculated by multiplication of quantity of ordi-nary shares of Volga TGC to be received by this shareholder in compliance with the first paragraph of this item (with regard to the round-off) by the ration of total quantity of the shares of Volga TGC, placed under orders of Volga TGC and/or redeemed and/or purchased by Volga TGC to the total quantity of ordinary shares of Volga TGC necessary for conversion of all ordinary and prefer-ence shares of Volga TGC Holding into them.
Quantity of Volga TGC ordinary shares from among the additional shares to be received by the shareholder of Volga TGC Holding shall be determined as the difference between the quantity of Volga TGC ordinary shares to be received by this shareholder in compliance with the first para-graph of this item (with regard to the round-off) and the quantity of Volga TGC shares placed un-der orders of Volga TGC and/or redeemed and/or purchased by Volga TGC, to be received by this shareholder.
3.5. Shares of Volga TGC Holding are considered converted into ordinary shares of Volga TGC on the date of making an entry on Volga TGC Holding activities cessation in the Uniform State Register of Legal Entities, on the basis of register of shareholders of OJSC Volga TGC as on the above date.
3.6. The shares of Volga TGC Holding subject to conversion shall be paid off upon conversion.
ITEM ¹2: Increase of the Volga TGC authorized capital in term of additional shares distri-bution by means of conversion of the merging company’s shares into them.
Voting results for Item ¹2.
| Quantity of votes of the persons who were included in the list of persons en-titled to participate in the General Shareholders’ Meeting | 26 100 526 393 |
| 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 | 20 690 935 438 |
| Quorum on this item | 79,2268% |
| Voting results: | Number of votes | % of all voted |
|---|---|---|
| «FOR» | 20 644 690 137 | 99,7765 |
| «AGAINST» | 23 592 612 | 0,1140 |
| «ABSTAINED» | 965 180 | 0,0047 |
| Number of votes in void voting papers | 216 879 509 | |
DECISION OF THE MEETING:
1. To increase the authorized capital of Volga TGC by means of additional registered shares distribution in quantity of 44 098 123 (forty four million ninety eight thousand one hundred and twenty three) shares of 1 ruble face-value each, for the total amount of 44 098 123 (forty four mil-lion ninety eight thousand one hundred and twenty three) rubles.
Distribution method – conversion of shares of Volga TGC Holding, merging into Volga TGC, into additional ordinary registered shares of Volga TGC in the order stipulated by the agree-ment of Volga TGC Holding merger into Volga TGC.
To approve the following shares conversion factors:
- 2,9903697466398600 of Volga TGC Holding ordinary shares shall be converted into one or-dinary share of OJSC Volga TGC with 1 (one) ruble face-value each;
- 3,2653087427821100 of Volga TGC Holding preference shares shall be converted into one ordinary share of OJSC Volga TGC with 1 (one) ruble face-value each.
Shares of Volga TGC Holding are considered converted into ordinary shares of Volga TGC on the date of making an entry on Volga TGC Holding activities cessation in the Uniform State Register of Legal Entities, on the basis of register of shareholders of OJSC Volga TGC as on the above date.
The shares of Volga TGC Holding subject to conversion shall be paid off upon conversion.
2. To stipulate that additional ordinary shares of Volga TGC shall be distributed upon Volga TGC Holding merger into Volga TGC in case Volga TGC shares placed under orders of Volga TGC as a result of OJSC Volga TGC Holding merger as well as shares purchased and/or redeemed by OJSC Volga TGC are not enough for conversion of all Volga TGC Holding shares into Volga TGC shares.
Quantity of ordinary shares of Volga TGC, to be received by each shareholder of Volga TGC Holding shall be calculated by division of quantity of Volga TGC Holding shares of a certain cate-gory in his possession by the respective conversion factor. In case the calculated quantity of Volga TGC shares to be received by Volga TGC Holding shareholder is fractional, the fractional part is subject to round-off according to the following rules:
- - if value of decimal places is from 5 to 9, one shall be added to the even number and the decimals shall be neglected;
- - if value of decimal places is from 0 to 4, the even number shall be only taken into account and the decimals shall be neglected;
- - if no shares are due to the shareholder on the results of the round-off, such shareholder shall receive one ordinary share of Volga TGC.
Furthermore, in case of additional ordinary shares of Volga TGC issue, the quantity of ordi-nary Volga TGC shares, from among the shares, placed under orders of Volga TGC and/or re-deemed and/or purchased by Volga TGC, that should be received by the shareholder of Volga TGC Holding shall be the integral part of the number, calculated by multiplication of quantity of ordi-nary shares of Volga TGC to be received by this shareholder in compliance with the second para-graph of this item (with regard to the round-off) by the ration of total quantity of the shares of Volga TGC, placed under orders of Volga TGC and/or redeemed and/or purchased by Volga TGC to the total quantity of ordinary shares of Volga TGC necessary for conversion of all ordinary and preference shares of Volga TGC Holding into them.
Quantity of Volga TGC ordinary shares to be received by the shareholder of Volga TGC Holding from among the additional shares shall be determined as the difference between the quan-tity of Volga TGC ordinary shares to be received by this shareholder in compliance with the second paragraph of this item (with regard to the round-off) and the quantity of Volga TGC shares placed under orders of Volga TGC and/or redeemed and/or purchased by Volga TGC, to be received by this shareholder.
ITEM ¹3: Approval of Agreement on power provision to electric power wholesale market that is the transaction of interest.
Voting results for Item ¹3.
| Quantity of votes of the persons who were included in the list of persons en-titled to participate in the General Shareholders’ Meeting | 26 100 526 393 |
| 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 | 20 690 935 438 |
| Quorum on this item | 79,2268% |
| Voting results: | Number of votes | % of all voted |
|---|---|---|
| «FOR» | 315 327 762 | 1,2074 |
| «AGAINST» | 6 100 345 531 | 23,3586 |
| «ABSTAINED» | 14 254 802 973 | 54,5825 |
| Number of votes in void voting papers | 19 863 501 | |
DECISION OF THE MEETING:
Decision was not made.
Appendices:
1. Agreement on OJSC Volga TGC Holding merger into OJSC Volga TGC (3 sheets).
2. Tabulation commission protocol of the voting results (2 sheets).
Chairman of the meeting V.E. Avetisjan
Secretary of the meeting Y.V.Stitzuk
Minutes was drawn up on 05.12.07.
