MINUTES ¹2006-1â of Volga TGC extraordinary general shareholders’ meeting
| Company name and location: | Open Joint-Stock Company “Volzhskaya Territorial Generation Company“ (Russia, Samara, Mayakovskogo str. 15) |
| Type of General meeting: | extraordinary |
| Meeting format: | Meeting |
| Meeting date: | April 14, 2006 |
| Place of meeting: | Samara, Mayakovskogo str., 15 |
| Time of persons entitled to participate in general shareholders’ meeting registration: | 11.30 – 12.00 |
| The Meeting was called to order at: | 12.00 |
| ÂThe counting of votes began at: | 12.10 |
| The meeting was adjourned at: | 12.15 |
Chairman of the meeting – Member of the Board of Volga TGC Mr. Nikonov Vasily Vladislavovich.
Secretary of the meeting – Volga TGC corporate management department head Stitzuk Yury Vyacheslavovich.
Functions of the tabulation commission are fulfilled by the secretary of the meeting – Stitzuk Yury Vyacheslavovich..
Agenda of the meeting:
| Agenda of the meeting: | |
|---|---|
| 1 | Volga TGC Auditing Commission election |
| 2 | Approval of regulations on the company general shareholders’ meeting preparation and convocation order |
| 3 | Approval of regulations on the company Board of Directors’ meeting convocation order |
| 4 | Approval of regulations on the company Auditing Commission |
| 5 | Approval of regulations on the company Management Board |
| 6 | Remuneration and compensation payment to members of the Board |
| 7 | Remuneration and compensation payment to members of the Auditing Commission |
| 8 | Volga TGC Auditor nomination |
ITEM ¹1: Volga TGC Auditing Commission election.
Floor was given to Stitzuk Yury Vyacheslavovich, corporate management department head, Volga TGC. Mr. Stitzuk informed of the order of candidates list formation for the Auditing Commission election.
| Vote results for item ¹1 | |
|---|---|
| Quantity of votes of the persons who were included in the list of persons entitled to participate in the General Shareholders’ Meeting | 22 830 000 000 |
| Quantity of votes of the persons – owners of distributed shares, entitled to vote at the meeting | 22 830 000 000 |
| Quantity of votes of the persons who participated in the General Shareholders’ Meeting concerning this item on the agenda | 22 830 000 000 |
| Quorum on the item | 100% |
| ¹ | Name of the candidate | «FOR» | «AGAINST» | «ABSTAINED» | |
|---|---|---|---|---|---|
| 1 | Demina Larisa Evgenievna | 22 830 000 000 | 100% | 0 | 0 |
| 2 | Matunina Ludmila Romanovna | 22 830 000 000 | 100% | 0 | 0 |
| 3 | Mikhno Irina Vasilievna | 22 830 000 000 | 100% | 0 | 0 |
| 4 | Smirnova Elena Evgenievna | 22 830 000 000 | 100% | 0 | 0 |
| 5 | Starshinova Olga Viktorovna | 22 830 000 000 | 100% | 0 | 0 |
DECISION OF THE MEETING:
- ÈThe following candidates are deemed to be elected to the Auditing Commission:
- Demina Larisa Evgenievna,
- Matunina Ludmila Romanovna,
- Mikhno Irina Vasilievna,
- Smirnova Elena Evgenievna,
- Starshinova Olga Viktorovna.
ITEM ¹2: Approval of regulations on the company general shareholders’ meeting preparation and convocation order.
Floor was given to Stitzuk Yury Vyacheslavovich, corporate management department head, Volga TGC. Mr. Stitzuk stated that the regulations on the company general shareholders’ meeting preparation and convocation order meet the Russian legislation norms and FCSM code and informed of the Volga TGC Board of Directors’ proposal to have the above Regulations approved by the shareholders’ meeting.
| Vote results for item ¹2 | |
|---|---|
| Quantity of votes of the persons who were included in the list of persons entitled to participate in the General Shareholders’ Meeting | 22 830 000 000 |
| Quantity of votes of the persons – owners of distributed shares, entitled to vote at the meeting | 22 830 000 000 |
| Quantity of votes of the persons who participated in the General Shareholders’ Meeting concerning this item on the agenda | 22 830 000 000 |
| Quorum on the item | 100% |
| Voting results | Number of votes | % of all having the vote |
|---|---|---|
| «FOR» | 22 830 000 000 | 100 |
| «AGAINST» | 0 | 0 |
| «ABSTAINED» | 0 | 0 |
DECISION OF THE MEETING:
Regulations on the company general shareholders’ meeting preparation and convocation order were approved (Appendix ¹1).
ITEM ¹3: Approval of regulations on the company Board of Directors’ meeting convocation order.
Floor was given to Stitzuk Yury Vyacheslavovich, corporate management department head, Volzhskaya TGC. Mr. Stitzuk stated that the regulations on the company Board of Directors’ meeting convocation order meet the Russian legislation norms and FCSM code and informed of the Volga TGC Board of Directors’ proposal to have the above Regulations approved by the shareholders’ meeting.
| Vote results for item ¹3 | |
|---|---|
| Quantity of votes of the persons who were included in the list of persons entitled to participate in the General Shareholders’ Meeting | 22 830 000 000 |
| Quantity of votes of the persons – owners of distributed shares, entitled to vote at the meeting | 22 830 000 000 |
| Quantity of votes of the persons who participated in the General Shareholders’ Meeting concerning this item on the agenda | 22 830 000 000 |
| Quorum on the item | 100% |
| Voting results | Number of votes | % of all having the vote |
|---|---|---|
| «FOR» | 22 830 000 000 | 100 |
| «AGAINST» | 0 | 0 |
| «ABSTAINED» | 0 | 0 |
DECISION OF THE MEETING:
Regulations on the company Board of Directors’ meeting convocation order were approved (Appendix ¹2).
ITEM ¹4: Approval of regulations on the company Auditing Commission.
Floor was given to Stitzuk Yury Vyacheslavovich, corporate management department head, Volzhskaya TGC. Mr. Stitzuk stated that the regulations on the company Auditing Commission meet the Russian legislation norms and FCSM code and informed of the Volga TGC Board of Directors’ proposal to have the above Regulations approved by the shareholders’ meeting.
| Vote results for item ¹4 | |
|---|---|
| Quantity of votes of the persons who were included in the list of persons entitled to participate in the General Shareholders’ Meeting | 22 830 000 000 |
| Quantity of votes of the persons – owners of distributed shares, entitled to vote at the meeting | 22 830 000 000 |
| Quantity of votes of the persons who participated in the General Shareholders’ Meeting concerning this item on the agenda | 22 830 000 000 |
| Quorum on the item | 100% |
| Voting results | Number of votes | % of all having the vote |
|---|---|---|
| «FOR» | 22 830 000 000 | 100 |
| «AGAINST» | 0 | 0 |
| «ABSTAINED» | 0 | 0 |
DECISION OF THE MEETING:
Regulations on the company Auditing Commission were approved (Appendix ¹3).
ITEM ¹5: Approval of regulations on the company Management Board.
Floor was given to Stitzuk Yury Vyacheslavovich, corporate management department head, Volzhskaya TGC. Mr. Stitzuk stated that the regulations on the company Management Board meet the Russian legislation norms and FCSM code and informed of the Volga TGC Board of Directors’ proposal to have the above Regulations approved by the shareholders’ meeting.
| Vote results for item ¹5 | |
|---|---|
| Quantity of votes of the persons who were included in the list of persons entitled to participate in the General Shareholders’ Meeting | 22 830 000 000 |
| Quantity of votes of the persons – owners of distributed shares, entitled to vote at the meeting | 22 830 000 000 |
| Quantity of votes of the persons who participated in the General Shareholders’ Meeting concerning this item on the agenda | 22 830 000 000 |
| Quorum on the item | 100% |
| Voting results | Number of votes | % of all having the vote |
|---|---|---|
| «FOR» | 22 830 000 000 | 100 |
| «AGAINST» | 0 | 0 |
| «ABSTAINED» | 0 | 0 |
DECISION OF THE MEETING:
Regulations on the company Management Board were approved (Appendix ¹4).
ITEM ¹6: Remuneration and compensation payment to members of the Board.
Floor was given to Stitzuk Yury Vyacheslavovich, corporate management department head, Volzhskaya TGC. Mr. Stitzuk informed of the Volga TGC Board of Directors’ proposal to approve the Regulations on remuneration and compensation payment to members of the Board. He stated, that the above regulations meet the Russian legislation norms and FCSM code.
| Vote results for item ¹6 | |
|---|---|
| Quantity of votes of the persons who were included in the list of persons entitled to participate in the General Shareholders’ Meeting | 22 830 000 000 |
| Quantity of votes of the persons who participated in the General Shareholders’ | 22 830 000 000 |
| Meeting concerning this item on the agenda | 22 830 000 000 |
| Quorum on the item | 100% |
| Voting results | Number of votes | % of all having the vote |
|---|---|---|
| «FOR» | 22 830 000 000 | 100 |
| «AGAINST» | 0 | 0 |
| «ABSTAINED» | 0 | 0 |
DECISION OF THE MEETING:
Regulations on the on remuneration and compensation payment to members of the Board were approved (Appendix ¹5).
ITEM ¹7: Remuneration and compensation payment to members of the Auditing Commission.
Floor was given to Stitzuk Yury Vyacheslavovich, corporate management department head, Volzhskaya TGC. Mr. Stitzuk informed of the Volga TGC Board of Directors’ proposal to approve the Regulations on remuneration and compensation payment to members of the Auditing Commission. He stated, that the above regulations meet the Russian legislation norms and FCSM code.
| Vote results for item ¹7 | |
|---|---|
| Quantity of votes of the persons who were included in the list of persons entitled to participate in the General Shareholders’ Meeting | 22 830 000 000 |
| Quantity of votes of the persons – owners of distributed shares, entitled to vote at the meeting | 22 830 000 000 |
| Quantity of votes of the persons who participated in the General Shareholders’ Meeting concerning this item on the agenda | 22 830 000 000 |
| Quorum on the item | 100% |
| Voting results | Number of votes | % of all having the vote |
|---|---|---|
| «FOR» | 22 830 000 000 | 100 |
| «AGAINST» | 0 | 0 |
| «ABSTAINED» | 0 | 0 |
DECISION OF THE MEETING:
Regulations on the on remuneration and compensation payment to members of the Auditing Commission were approved (Appendix ¹6).
ITEM ¹8: Volga TGC Auditor nomination.
Floor was given to Stitzuk Yury Vyacheslavovich, corporate management department head, Volzhskaya TGC. Mr. Stitzuk informed, that PricewaterhouseCoopers Audit (license ¹ Å 000376 issued on May 20, 2002) was proposed by the Volga TGC Board decision of 10.03.06 (minutes ¹11/11) to be elected by the extraordinary general shareholders’ meeting. Due to the fact that the above auditing company could not carry out an audit within the requested period, the ENPI Consult company (license for audit service ¹Å004289 as per order ¹140 of RF Ministry of Finance dated 15.05.03 valid for 5 years) was proposed to the Company’s shareholders – Samaraenergo – to be nominated as the Company Auditor. In this connection the shareholders – meeting participants were proposed to enter ENPI Consult in the list of nominees for the Company. This proposal was adopted unanimously.
| Vote results for item ¹8 | |
|---|---|
| Quantity of votes of the persons who were included in the list of persons entitled to participate in the General Shareholders’ Meeting | 22 830 000 000 |
| Quantity of votes of the persons – owners of distributed shares, entitled to vote at the meeting | 22 830 000 000 |
| Quantity of votes of the persons who participated in the General Shareholders’ Meeting concerning this item on the agenda | 22 830 000 000 |
| Quorum on the item | 100% |
| ¹ | Candidate | «FOR» | «AGAINST» | «ABSTAINED» | |
|---|---|---|---|---|---|
| 1 | PricewaterhouseCoopers Audit | 0 | 0% | 22 830 000 000 | 0 |
| 2 | ENPI Consult | 22 830 000 000 | 100% | 0 | 0 |
DECISION OF THE MEETING:
ENPI Consult company (license for audit service ¹Å004289 as per order ¹140 of RF Ministry of Finance dated 15.05.03 valid for 5 years) was nominated as the Company Auditor.
After consideration of all items on the agenda of Volga TGC extraordinary general shareholders meeting the Chairman of the meeting allowed time for counting of votes on all agenda items considered.
After ballots processing the Secretary of the meeting announced the voting results and the Chairman of the Meeting declared the Volga TGC extraordinary general shareholders’ meeting closed.
| Appendices: | |
|---|---|
| 1. | Regulations on the general shareholders’ meeting of Volga TGC preparation and convocation order (*.doc, 95 Kb) (*.doc, 95 Kb) |
| 2. | Regulations on the Board of Directors’ meeting of Volga TGC convocation order (*.doc, 166 Kb) |
| 3. | Regulations on the company Auditing Commission of Volga TGC (*.doc, 142 Kb) |
| 4. | Regulations on the company Management Board of Volga TGC (*.doc, 168 Kb) |
| 5. | Regulation on remuneration and compensation payment to members of the Board of Volga TGC (*.doc, 87 Kb) |
| 6. | Remuneration and compensation payment to members of the Auditing Commission of Volga TGC (*.doc, 34 Kb) |
Chairman of the meeting V.V.Nikonov
Secretary of the meeting Y.V.Stitzuk
Minutes was drawn up on 21.04.06.
