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 (Moscow, Orlikov lane, 3, bld. V), registrar's authorized person - Mrs. Asmolova Marina Alexandrovna.

ITEM ¹1: Amendments to the Charter of the Company.

Voting results for Item 1 (block 1)

Voting results for Item 1 (block 2)

Voting results for Item 1 (block 3)

DECISION OF THE MEETING:

The following amendments shall be introduced into the Company Charter:

Article 4:

Paragraph one of item 4.7., article 4 of the Charter shall read as follows:

Article 15:

Sub-item 12, item 15.1. of the Charter shall read as follows:

<12) Election of the Company General Director early termination of his powers, including decision-making on his labor contract conditions stipulation and its early termination>.

Sub-item b) of sub-item 37, item 15.1 of the Charter shall read as follows:

<á) transactions (including several interrelated transactions), related to the property, value of which is from 10 to 25 per cent of the Company assets balance value on the date of decision-making on such transaction settlement, except for transactions made in the process of everyday business of the Company;>

item 15.1. of the Charter shall be supplemented with sub-items 54-60 as follows:

<54) determination of the priority investment projects of the Company;

55) determination of the order of application of funds, received in as a result of additional shares distribution by the Company in term of public and private offering;

56) approval, change and cancellation of the Company's investment program / investment project,;

57) determination of primary contractor candidate for the Company's investment program implementation selection and approval conditions;

58) approval of the independent engineering expert (technical agent) for control of the Company's investment program implementation and preparation of quarterly reports on the status of the Company's investment program implementation; decision-making on conclusion, alteration and termination of the contract with the independent engineering expert (technical agent);

59) consideration of the quarterly reports of independent engineering expert (technical agent) on the status of the Company's investment program implementation;

60) approval of the Company General Director reports on the investment program implementation as well as approval of the Company General Director report format.>

Article 18:

Item 18.8. of the Charter shall read as follows Óñòàâà:

<18.8. Decision of the Company Board of Directors shall be made unanimously by all members of the Board in case of decision on the major transaction approval as well as in other cases, stipulated by the Federal Law "On Joint Stock Companies">.

Decision of the Company Board of Directors shall be made by a three-fourths majority of the total membership of the Company Board regarding the following issues:

- suspension of the management company (executive) powers and nomination of acting General Director of the Company in cases, specified in items 20.8., 20.9., Article 20 of this Charter;

- convocation of the extraordinary general shareholders meeting of the Company in cases specified in items 20.8., 20.9., article 20 of this Charter.

Decision of the Company Board of Directors shall be made by a two-thirds majority of the members of the Company Board participating in the meeting regarding the following issues:

- Company participation in other entities, except for the entities, participation in which lies within the competence of the general shareholders meeting of the Company (entering the existing entity of creating a new entity, including agreement upon the constituent documents), as well as acquisition, carve-out and charging of stock and shares in the authorized capitals of the entities the Company participates in, change of participatory interest in the authorized capital of the respective entity and termination of participation of the Company in other entities

When Board of Directors makes decisions on the issues, stipulated by this item of the Charter, the votes of the exiting Board members shall be neglected.>.

Article 20:

item 20.2. of the Charter shall be supplemented with the second sentence as follows:

item 20.5. of the Charter shall read as follows:

<20.5) Rights and obligations of the General Director and members of the Executive Body of the Company in respect to the current Company management shall be governed buy the law of Russian Federation, this Charter and the labor contract, concluded by the Company with each of them.

The labor contract with the General Director and members of the Executive Body shall be signed on behalf of the Company by the Chairman of the Board of the Company or other person, authorized by the Board of Directors of the Company.

Conditions of labor contract with the General Director, including term of his appointment, shall be determined by the Board of Directors.

Conditions of labor contract with the members of the Executive Body, including term of his appointment, shall be determined by the Board of Directors, or the person, authorized by the Board of Directors of the Company.

Rights and obligations of the employer in respect to the General Director or members of the Executive Body shall be exercised, on behalf of the Company, by the Chairman of the Board of the Company or other person, authorized by the Board of Directors of the Company.>

ÂÎÏÐÎÑ ¹2: Îá óâåëè÷åíèè óñòàâíîãî êàïèòàëà ÎÀÎ <Âîëæñêàÿ ÒÃÊ> ïóòåì ðàçìåùåíèÿ äîïîëíèòåëüíûõ àêöèé ïîñðåäñòâîì îòêðûòîé ïîäïèñêè.

Voting results for Item 2.

DECISION OF THE MEETING:

To increase the authorized capital of OJSC Volga TGC by means of additional ordinary registered uncertified shares distribution in the amount of 3 859 000 000 (three billion eight hundred and fifty nine million) shares of 1 ruble nominal value each on the following terms:

1. Distribution method: public offering.

2. Method of shares distribution price determination:

2.1.Additional shares distribution price shall be determined by the Board of Directors of Volga TGC after preemptive rights expiry;

2.2. Additional shares distribution price for the persons on the list of persons having preemptive right of the distributed shares purchase shall be determined by the Board of Directors of Volga TGC after preemptive rights expiry;

2.3. Additional shares purchase preemptive right: all shareholders of OJSC Volga TGC have preemptive right of distributed additional shares purchase in the amount proportional to the quantity of ordinary registered shares of Volga TGC in their possession. The list of persons that have preemptive right shall be compiled on the basis of shareholders' register as on the date of compilation of the list of persons entitled to participate in this general shareholders meeting, where the decision on Volga TGC's authorized capital increase is made.

3.Form of additional shares paying up: the additional shares of Volga TGC shall be paid up by monetary means.

4. Price of additional shares distribution, determined by the Board of Directors of Volga TGC shall be equal for persons on the list of those having preemptive right of the distributed shares purchase and other buyers of the additional shares.

ITEM ¹3: Determination of quantity, nominal value, categories (types) of Volga TGC authorized shares and rights, conferred by these shares.

Voting results for Item 3.

DECISION OF THE MEETING:

It is hereby determined that OJSC Volga TGC is entitled to distribute ordinary registered uncertified shares in the amount of 3 903 098 123 (three billion nine hundred and three million ninety eight thousand one hundred and twenty three) shares of 1 (one) ruble nominal value each additionally to already distributed ordinary registered uncertified shares.

The ordinary registered uncertified shares, offered by Volga TGC for distribution confer the rights specified in item 6.2 of the Charter of OJSC Volga TGC to their owners.

ITEM ¹4: Approval of the Agreement on power provision to electric power wholesale market that is the transaction of interest.

Voting results for Item 4.

DECISION OF THE MEETING:

To approve the Agreement on power provision to electric wholesale market, concluded between the Company, CJSC "Financial Payments Center" (CFR) and Non-Commercial Partnership "Administrator of the Trade System of the Wholesale Power Market of the Unified Energy System" (NP "ATS"), that is considered a transaction of interest upon the following essential terms:

Parties of the Agreement:

The Generator - Open Joint Stock Company "Volga Territorial Generation Company"

The Unified Party - Closed Joint Stock Company ;

Trade System Administrator - Non-Commercial Partnership "Administrator of the Trade System of the Wholesale Power Market of the Unified Energy System".

Scope of Agreement:

The Generator undertakes to supply power to the wholesale market and the Unified Party undertakes to pay for the power, supplied under this Agreement; the power shall be generated on the generating equipment, location and minimum installed capacity of which are specified in Attachment 1 to this decision.

Price of Agreement:

Trade System Administrator shall determine the prices (costs) of the power in a manner stipulated by the Regulations of Wholesale Market and Agreement on wholesale trade system joining.

Contractual volume of the supplied power:

Power volume shall be determined by the Trade System Administrator in a manner stipulated by the Regulations of Wholesale Market and Agreement on wholesale trade system joining, on the basis of the minimum installed capacity specified in Attachment 1.

Period of power provision (from the date of creation and up to the date of termination of power provision obligation):

Date of the Generator's obligation of power provision creation under this Agreement is the date of start of power provision obligation fulfillment specified with regard to the respective generating equipment in Attachment 1 to this decision. The Generator may postpone the date specified in Attachment 1 for maximum 1 year, in this case first day of the month, specified by the Generator within this year is considered the date of the above obligation creation.

The Generator's obligations on power provision under this Agreement shall be terminated by their due performance but not later than on December 31, 2021.

Period of actual provision of a certain volume of power:

Period of actual provision of the contractual or part of the contractual volume of power is one year from the date of actual start of the respective volume supply but not later than December 31, 2021.

Provision on Generator's responsibility for non-performance or default in performance of obligations under this Agreement:

In case of non-performance or default in performance of obligations on power supply under this Agreement by the Generator, the Generator must indemnify to the Unified Party the expenditures and losses, incurred by the Unified Party due to acquisition of the non-supplied power volume, determined in compliance with Regulations of Wholesale Market and Agreement on wholesale trade system joining up to the date of this Agreement termination but not later than December 31, 2021.

Attachments:

1. Terms of Agreement on power supply to the electric power wholesale market (1 sheet).

2. Tabulation commission protocol of the voting results (3 sheets).

Chairman of the meeting V.E. Avetisjan

Secretary of the meeting Y.V.Stitzuk

Minutes was drawn up on 17.12.07.