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Company name and location: |
Open Joint-Stock Company Volga Territorial Generation Com-pany (Russia, Samara, Mayakovskogo str. 15) |
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Type of the general meeting |
Extraordinary |
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Meeting format |
Absentee ballot |
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Last date of voting papers reception: |
December 26, 2007. |
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Mailing addresses for send-ing completed ballots related to the items on the agenda: |
- 443100, Samara, Mayakovskogo str., 15, Volga TGC ;
- 443080, Samara, 4th proyezd 57, liters ?, ?1, office 508 – CDM Samara Branch;
- 410005, Saratov, Chernyshevsky str., bld.60/62a – CMD Sara-tov Branch. |
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Date of persons entitled to participate in general share-holders’ meeting listing |
November 21, 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» (Moscow, Orlikov pereulok, 3, bld.?), registrar’s authorized person – Mrs. Asmolova Marina Alexandrovna.
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Agenda of the meeting: |
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1. Approval of the Underwriting Agreement that is a related party transaction. |
ITEM ?1: Approval of the Underwriting Agreement that is a related party transaction.
Voting results for Item ?1
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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 |
26 102 509 232 |
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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 |
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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 |
14 418 236 127 |
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Quorum on this item |
55,2083% |
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Voting results: |
Number of votes |
% of all entitled to vote |
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«FOR» |
14 376 885 142 |
55,0499 |
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«AGAINST» |
36 622 138 |
0,1402 |
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«ABSTAINED» |
3 854 348 |
0,0148 |
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Number of votes in void voting papers |
874 499 |
DECISION OF THE MEETING:
To approve the following interrelated transactions, related to offering to the investors ordinary shares of the Company and/or global depositary receipts as per Provision S and/or Regulation 144?, that certify the rights in relation to the Company’s ordinary shares, including the ones using stabilization mechanism (hereinafter referred to as GDR), that are the related party transaction:
(1) Underwriting Agreement (hereinafter referred to as “the Underwriting Agreement”) on the following essential conditions:
(i) Parties of transactions and beneficiary parties:
Parties: the Company,
Underwriters banks: CJSC «Investment Company «Troyka Dialog», the TD In-vestments Limited (Cyprus), Merrill Lynch International and/or their affiliates or other persons that can be specified in the Underwriting Agreement or in the ap-pendix to the Underwriting Agreement as underwriters (hereinafter jointly re-ferred to as “the Underwriters”);
(ii) Transaction price:
Price (monetary value) of property (services), that can be alienated (purchased) directly or indirectly (including the value of the Company’s liabilities) as per the Underwriting Agreement is formed by (i) all liabilities of the Company as per Underwriting Agreement, including the liabilities of the Company of not limited amount, associated with indemnification or compensation of possible expenses, costs and losses of the Underwriters and other persons, subject to Indemnifica-tion and Contribution provisions of the Underwriting Agreement in full, and (ii) remuneration of the Underwriters, determined competitively, on terms similar to terms of comparable transactions on the basis of public offering of the Com-pany’s ordinary shares and/or GDRs, in the amount not exceeding 2,5 % (two point five per cent) of the borrowed funds value, excluding additional remunera-tion and costs and expenses compensated to the Underwriters (w/o VAT).
(iii)Subject of transaction:
Underwriters, provided that certain preliminary conditions are fulfilled (includ-ing submission of certain legal opinions by the legal advisors of the Underwrit-ers and the Company, submission of comfort letters by the Company’s Auditor and confirmation of truth of all Representations and Warranties of the Company under the Underwriting Agreement), shall purchase or secure purchase of ordi-nary shares of the Company in the quantity specified in the Underwriting Agreement, but not more than 3 859 000 000 (three billion eight hundred and fifty nine million) shares of 1 (one) ruble face-value each (hereinafter referred to as “Marketable shares”) and/or GDRs of the Company on terms of the Under-writing Agreement. Meanwhile, all marketable shares or part of them may be handed over to the depositary bank (The Bank of New York) or to its affiliate or to the person, appointed by the depositary bank for the purpose of GDRs issue. The price and exact quantity of the Marketabls shares or GDRs shall be deter-mined on the basis of collection and consideration of notices on expression of interest from the potential investors in compliance with commercial practice.
(iv)Other essential conditions of the transaction:
- The Company (i) shall provide the certain Representations and Warranties in favor of the Underwriters, such representations and warranties, specified in the Underwriting Agreement can relate, in particular, to the following basic categories: (1) legal status and powers of the Company, (2) business and other activities of the Company, its financial status, (3) shares of the Company and/or GDRs, (4) completeness and reliability of information disclosure, (5) terms of ordinary shares of the Company and/or GDRs publi? offering to Russian and foreign investors, and (6) compliance with the legislation of Russia, the USA, Great Britain and, if necessary, other ju-risdictions, (ii) shall undertake to indemnify or compensate possible costs, expenses or losses to Underwriters or other persons subject to indemnifica-tion and compensation of possible costs, expenses or losses provisions of the Underwriting Agreement, that can stipulate, in particular, for indemni-fication and compensation in case of violation of certain provisions of the Underwriting Agreement by the Company, (iii) shall undertake to pay re-muneration to the Underwriters; the remuneration shall be determined competitively, on terms similar to terms of comparable transactions on the basis of public offering of the Company’s ordinary shares and/or GDRs, in the amount not exceeding 2,5 % (two point five per cent) of the borrowed funds value, excluding additional remuneration and costs and expenses compensated to the Underwriters (w/o VAT), (iv) shall undertake other commitments associated with public offering of Marketable Shares and/or GDRs to Russian and foreign investors;
- Applicable law: Underwriting agreement shall be governed by the English law.
(2) Deposit Agreement (including the covenant of the company in favor of the GDRs’ holders) (hereinafter referred to as “Depositary Agreement”) on the following essential condi-tions:
(i)Parties of transactions and beneficiary parties:
The Parties: the Company, the depositary bank (The Bank of New York) (here-inafter referred to as “the Depositary”);
Beneficiary Parties: other persons, subject to the provisions on Indemnification and Contribution under the Deposit Agreement, including GDRs’ holders as per covenant of the Company.
(ii)Transaction price:
Price (monetary value) of property (services), that can be alienated (purchased) directly or indirectly (including the value of the Company’s liabilities) as per the Deposit Agreement is formed by all liabilities of the Company under the Deposit Agreement, including the liabilities of the Company of not limited amount, as-sociated with indemnification or compensation of possible expenses, costs and losses of the Depositary and other persons, subject to indemnification and con-tribution provisions of the Deposit Agreement.
(iii)Subject of transaction:
The Company appoints the Depositary for establishment and support of GDRs program as per Provision S and/or as per Regulation 144?, as well as for GDRs issue as per Provision S and/or as per Regulation 144?, and provides support to the depositary in securing of GDRs holders’ rights execution.
(iv)Other essential conditions of the transaction:
- Applicable law: the Deposit Agreement is governed by the English law, several provisions of the deposit Agreement can be governed by the law of state of New-York, USA
(3) Loan Agreement between the Company and Volga International Limited (British Virgin Islands) (hereinafter referred to as “the Loan Agreement”) on the following conditions.
(i)Parties of transactions:
The Parties: the Company as the lender and Volga International Limited (British Virgin Islands) as the borrower;
(ii) Transaction price:
Price (monetary value) of property (services), that can be alienated (purchased) by the Company directly or indirectly (including the value of the Company’s li-abilities) as per the Loan Agreement is formed by all liabilities of the Company under the Loan Agreement, including the liability on granting of loan in the amount of maximum 15% of the value of ordinary shares of the Company and/or GDRs, offered to investors, calculated at offering price.
Rate of interest and fees under the Loan Agreement can not exceed 10% (ten per cent) of the loan amount.
(iii)Subject of transaction:
The Company shall transfer the monetary assets in rubles or foreign currency into ownership of Volga International Limited (British Virgin Islands) and Volga International Limited (British Virgin Islands) undertakes to pay back the same amount of cash assets within 360 days (with possible early repayment of the borrowed amount upon the Company’s request after 1 month from the date of Agreement conclusion).
(iv) Other essential conditions of the transaction:
Applicable law: the Loan Agreement is governed by the English law.
(4) Option Agreement between the Company and Lawrie Limited (British Virgin Islands) (hereinafter referred to as “the Option Agreement”) on the following conditions.
(i)Parties of transaction:
The Parties: the Company and Lawrie Limited (British Virgin Islands).
(ii)Transaction price:
Price (monetary value) of property (services), that can be alienated (purchased) by the Company directly or indirectly (including the value of the Company’s li-abilities) as per the Option Agreement is formed by (i) remuneration in the amount of maximum 10 000 US Dollars, payable by the Company in favor of Lawrie Limited (British Virgin Islands) for acquisition of right (option) for pur-chase of up to100% of distributed shares of Volga International Limited (British Virgin Islands) inclusive, (ii) value of up to 100% of distributed shares of Volga International Limited (British Virgin Islands) inclusive, that is up to 10 000 US Dollars inclusive, payable by the Company in favor of Lawrie Limited (British Virgin Islands) in case the Company exercises the option.
(iii)Subject of transaction:
In compliance with the Option Agreement the Company acquires the right (op-tion) to purchase up to100% of distributed shares of Lawrie Limited (British Virgin Islands) from Lawrie Limited (British Virgin Islands) for the price of up to 10 000 US Dollars inclusive.
(Other essential conditions of the transaction:
Applicable law: the Option Agreement is governed by the English law.
Price (monetary value) of property (services), that can be alienated (purchased) directly or indirectly (including the value of the Company’s liabilities) as a result of conclusion and exe-cution of the interrelated transactions, specified in this conclusion can amount to over 50 (fifty) percent of the Company’s assets balance value as per the accounting statements of the Company as on the latest reporting date, compiled in compliance with the Russian standards of account-ing.
Appendices:
1. Tabulation commission protocol of the voting results (1 sheet).
Chairman of the meeting V.E. Avetisjan
Secretary of the meeting Y.V.Stitzuk
Minutes was drawn up on 09.01.08
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