MINUTES ¹2008-2â 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: | March 5, 2008 |
| Mailing addresses for send-ing completed ballots related to the items on the agenda: |
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| Date of persons entitled to participate in general share-holders’ meeting listing | January 30, 2008 |
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» (Moscow, Orlikov pereulok, 3, bld.Â), registrar’s authorized person – Mrs. Asmolova Marina Alexandrovna.
Agenda of the meeting:
- Approval of the Agreement between the Company and “IES-Holding” LLC that is a related party transaction.
- Approval of the Agreement between the Company and Integrated Energy Systems Limited, that is a related party transaction.
- Approval of the Agreement between the Company and Primagate Trading Limited, that is a related party transaction.
- Approval of the Agreement between the Company and Berezville Investments Lim-ited, that is a related party transaction.
ITEM ¹1: Approval of the Agreement between the Company and “IES-Holding” LLC that is a related party transaction.
Voting results for Item ¹1
| Quantity of votes of the persons who were included in the list of persons enti-tled to participate in the General Shareholders’ Meeting, not interested in the transaction settlement by the Company | 26 095 197 391 |
| Quantity of votes of the persons – owners of distributed shares, entitled to vote at the meeting, not interested in the transaction settlement by the Com-pany | 26 116 076 165 |
| Quantity of votes of the persons who participated in the General Sharehold-ers’ Meeting concerning this item on the agenda, not interested in the trans-action settlement by the Company | 20 362 052 287 |
| Quorum on this item | 77,9675% |
| Voting results: | Number of votes | % of all entitled to vote |
|---|---|---|
| «FOR» | 20 356 188 806 | 77,9451 |
| «AGAINST» | 1 578 490 | 0,0060 |
| «ABSTAINED» | 2 559 246 | 0,0098 |
| Number of votes in void voting papers | 1 725 745 | |
DECISION OF THE MEETING:
To approve the Volga TGC additional shares purchase agreement which is a related party transaction on the following essential conditions: Parties of transaction:
The Seller – Open Joint-Stock Company “Volga Territorial Generation Company” (Location: 443100, RF, Samara, Mayakovskogo str., 15);
The Buyer –Limited Liability Company «IES-Holding», registered in the Interdistrict Inspec-torate No. 46 of the RF Ministry for Taxes and Levies for Moscow; registration date: 07.09.2004, registration number:
1329641047796664717, location: 117452, Moscow, Balaklavsky prospect, 28Â, bld. Â.
Subject of transaction: purchase of Volga TGC ordinary registered shares distributed by way of public offering in the quantity of maximum 3 859 000 000 (three billion eight hundred and fifty nine million) shares by «IES-Holding» LLC.
Transaction price: Purchase price of one ordinary registered share shall be equal to the offering price of one additional share which is determined by the Company’s Board of Directors in compli-ance with Article 77 of the Federal Law “On Joint-Stock Companies”.
The total value of the purchased shares shall be calculated by multiplication of purchased shares quantity by the offering price of one additional share.
ITEM ¹2: Approval of the Agreement between the Company and Integrated Energy Sys-tems Limited, that is a related party transaction
| Quantity of votes of the persons who were included in the list of persons enti-tled to participate in the General Shareholders’ Meeting, not interested in the transaction settlement by the Company | 26 095 197 391 |
| Quantity of votes of the persons – owners of distributed shares, entitled to vote at the meeting, not interested in the transaction settlement by the Com-pany | 26 116 076 165 |
| Quantity of votes of the persons who participated in the General Sharehold-ers’ Meeting concerning this item on the agenda, not interested in the trans-action settlement by the Company | 20 362 052 287 |
| Quorum on this item | 77,9675% |
| Voting results: | Number of votes | % of all entitled to vote |
|---|---|---|
| «FOR» | 20 356 188 806 | 77,9451 |
| «AGAINST» | 1 578 490 | 0,0060 |
| «ABSTAINED» | 2 559 246 | 0,0098 |
| Number of votes in void voting papers | 1 725 745 | |
DECISION OF THE MEETING:
To approve the Volga TGC additional shares purchase agreement which is a related party transaction on the following essential conditions:
Parties of transaction:
The Seller – Open Joint-Stock Company “Volga Territorial Generation Company” (Location: 443100, RF, Samara, Mayakovskogo str., 15);
The Buyer – Integrated Energy Systems Limited, registered in compliance with the legislation of the Cyprus Republic; registration date 11.09.2002, registration number 132852, location: Naousis, 1, KARAPATAKIS BUILDING, P.C. 6018, Larnaca, Cyprus.
Subject of transaction: purchase of Volga TGC ordinary registered shares distributed by way of public offering in the quantity of maximum 3 859 000 000 (three billion eight hundred and fifty nine million) shares by Integrated Energy Systems Limited.
LTransaction price: Purchase price of one ordinary registered share shall be equal to the offering price of one additional share which is determined by the Company’s Board of Directors in compli-ance with Article 77 of the Federal Law “On Joint-Stock Companies”.
The total value of the purchased shares shall be calculated by multiplication of purchased shares quantity by the offering price of one additional share.
ITEM ¹3: Approval of the Agreement between the Company and Primagate Trading Lim-ited, that is a related party transaction
Voting results for Item ¹3
| Quantity of votes of the persons who were included in the list of persons enti-tled to participate in the General Shareholders’ Meeting, not interested in the transaction settlement by the Company | 26 095 197 391 |
| Quantity of votes of the persons – owners of distributed shares, entitled to vote at the meeting, not interested in the transaction settlement by the Com-pany | 26 116 076 165 |
| Quantity of votes of the persons who participated in the General Sharehold-ers’ Meeting concerning this item on the agenda, not interested in the trans-action settlement by the Company | 20 362 052 287 |
| Quorum on this item | 77,9675% |
| Voting results: | Number of votes | % of all entitled to vote |
|---|---|---|
| «FOR» | 20 356 188 806 | 77,9451 |
| «AGAINST» | 1 578 490 | 0,0060 |
| «ABSTAINED» | 2 559 246 | 0,0098 |
| Number of votes in void voting papers | 1 725 745 | |
DECISION OF THE MEETING:
To approve the Volga TGC additional shares purchase agreement which is a related party transaction on the following essential conditions:
Parties of transaction:
The Seller – Open Joint-Stock Company “Volga Territorial Generation Company” (Location: 443100, RF, Samara, Mayakovskogo str., 15);
The Buyer – Primagate Trading Limited, registered in compliance with the legislation of the Cyprus Republic; registration date 23.11.2007, registration number ÍÅ 213053, location: Naousis, 1, KARAPATAKIS BUILDING, P.C. 6018, Larnaca, Cyprus.
Subject of transaction: purchase of Volga TGC ordinary registered shares distributed by way of public offering in the quantity of maximum 3 859 000 000 (three billion eight hundred and fifty nine million) shares by Primagate Trading Limited.
Transaction price: Purchase price of one ordinary registered share shall be equal to the offering price of one additional share which is determined by the Company’s Board of Directors in compli-ance with Article 77 of the Federal Law “On Joint-Stock Companies”.
The total value of the purchased shares shall be calculated by multiplication of purchased shares quantity by the offering price of one additional share.
ITEM ¹4: Approval of the Agreement between the Company and Berezville Investments Limited, that is a related party transaction
Voting results for Item ¹4
| Quantity of votes of the persons who were included in the list of persons enti-tled to participate in the General Shareholders’ Meeting, not interested in the transaction settlement by the Company | 26 095 197 391 |
| Quantity of votes of the persons – owners of distributed shares, entitled to vote at the meeting, not interested in the transaction settlement by the Com-pany | 26 116 076 165 |
| Quantity of votes of the persons who participated in the General Sharehold-ers’ Meeting concerning this item on the agenda, not interested in the trans-action settlement by the Company | 20 362 052 287 |
| Quorum on this item | 77,9675% |
| Voting results: | Number of votes | % of all entitled to vote |
|---|---|---|
| «FOR» | 20 356 188 806 | 77,9451 |
| «AGAINST» | 1 578 490 | 0,0060 |
| «ABSTAINED» | 2 559 246 | 0,0098 |
| Number of votes in void voting papers | 1 725 745 | |
DECISION OF THE MEETING:
To approve the Volga TGC additional shares purchase agreement which is a related party transaction on the following essential conditions:
Parties of transaction:
The Seller – Open Joint-Stock Company “Volga Territorial Generation Company” (Location: 443100, RF, Samara, Mayakovskogo str., 15);
The Buyer – Berezville Investments Limited, registered in compliance with the legislation of the Cyprus Republic; registration date 03.03.2007, registration number ÍÅ 193488, location: Naousis, 1, KARAPATAKIS BUILDING, P.C. 6018, Larnaca, Cyprus.
Subject of transaction: purchase of Volga TGC ordinary registered shares distributed by way of public offering in the quantity of maximum 3 859 000 000 (three billion eight hundred and fifty nine million) shares by Berezville Investments Limited.
Transaction price: Purchase price of one ordinary registered share shall be equal to the offering price of one additional share which is determined by the Company’s Board of Directors in compli-ance with Article 77 of the Federal Law “On Joint-Stock Companies”.
The total value of the purchased shares shall be calculated by multiplication of purchased shares quantity by the offering price of one additional share.
Appendices:
1. Tabulation commission protocol of the voting results (2 sheet).
Chairman of the meeting V.E. Avetisjan
Secretary of the meeting Y.V.Stitzuk
