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:	443100, Samara, Mayakovskogo str., 15, Volga TGC ; 105082, Moscow, Bolshaya Pochtovaya str., 34, bld.8 – CDM; 443080, Samara, 4th proyezd 57, liters ?, ?1, office 508 – CDM Samara Branch; 410005, Saratov, Sadovaya str., bld.60/62a – CMD Saratov Branch.
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.?), 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 ?1: Approval of the Agreement between the Company and “IES-Holding” LLC that is a related party transaction.

Voting results for Item ?1

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, 28?, bld. ?.

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 ?2: Approval of the Agreement between the Company and Integrated Energy Sys-tems Limited, that is a related party transaction

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 ?3: Approval of the Agreement between the Company and Primagate Trading Lim-ited, that is a related party transaction

Voting results for Item ?3

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 ?? 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 ?4: Approval of the Agreement between the Company and Berezville Investments Limited, that is a related party transaction

Voting results for Item ?4

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 ?? 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