The regular meeting of Volga TGC Board of Directors took place on July 11, 2008 in lieu.

The members of Volga TGC Board have approved the reports on results of two additional company shares issues, distributed within the frames of RAO UES of Russia reorganization and merger of Volga TGC Holding, spinned-off from RAO UES, with the Company. In total Volga TGC has distributed:

• 33 267 092 additional ordinary shares of the Company by means of Volga TGC Holding ordinary shares conversion;
• 3 516 437 additional ordinary shares of the Company by means of Volga TGC Holding preference shares conversion.

It will be recalled that Volga Territorial Generation Company reorganization and spin-off from RAO UES of Russia was completed on July 1, 2008 with Volga TGC Holding merger. As a result of this process, part of Volga TGC authorized capital (15,28%) that had belonged to RAO UES before July 1, 2008, was distributed among RAO’s minority shareholders.

The membership of two committees attached to Board of Directors was approved at the meeting.

The Auditing Committee:

• Mr. Ilyin Evgeny Trofimovich – chairman of the committee, head of investment and technical policy department, CJSC “IES”;
• Mr. Kolosok Elena Valerievna – head of mergers and acquisitions department, ðóêîâîäèòåëü äåïàðòàìåíòà ñëèÿíèé è ïîãëîùåíèé CJSC “IES”;
• Mr. Smelov Eduard Yurievich – General director, OJSC “TGC-5”. The HR and Remuneration Committee:
• Mr. Gluschenko Alexey Dmitrievich – senior vice-president, head of strategy realization center, CJSC “IES”;
• Mr. Slobodin Mikhail Yurievich - President of CJSC “IES”;
• Mr. Schedovitsky Pavel Petrovich – chairman of the committee, vice-president for personnel management and organizational development, CJSC “IES”.

The Board of Directors of Volga TGC made the decision on liquidation of two branches: «Ulyanovsk TPP-3» and «Ulyanovsk Training Center». These decisions were made within the frames of program of Volga TGC organizational structure unification and optimization, the major target of which is costs reduction and production efficiency increase.

Ulyanovsk TPP-3 was commissioned in 1990; virtually it is a heating boiler house of installed capacity of 517 Gcal/hour. Together with Ulyanovsk TPP-1 it provides thermal power to Zasviyazhsky, Lenin and Zheleznodorozhny districts of Ulyanovsk. TPP-3 will be merged into Ulyanovsk TPP-1, that will allow to integrate managerial staff of the power plants and to optimize its quantitative structure.

The Ulyanovsk Training Center will be incorporated in Samara Training Center as the training subdivision. This solution will allow Ulyanovsk Training Center to provide licensed training in 200 specialties instead of 16 ones that will reduce company’s personnel training expenses.

Furthermore, the members of the Board have considered a number of following issues of day-to-day operation:

• Approved the plan of the Board activities for 2008;
• Made the decision to introduce the RAO UES of Russia standard “Thermal grids pipelines. Corrosion protection. Operation and service. Norms and requirements» in the Company;
• Took under advisement the report of the General Director on the Company’s web-site updates in April and May of 2008;
• Approved premises leasing agreement between the Company and OJSC “Ulyanovskenergo”;
• Approved free electric power and capacity purchase agreements with Samaraenergo and Saratovenergo;
• Approved investor’s cash flow for 2008 and Q3 of 2008 within the framework of the company’s priority investment projects implementation.