OREANDA-NEWS. July 09, 2010. The Annual General Meeting of Shareholders (AGM) of TGC-1 took place in St. Petersburg. The shareholders approved of the Company’s annual report, annual financial statements and the distribution of the Company’s net profit.

The profit for the year under RAS was RUR 3,366 mn. The shareholders decided to distribute it as follows:

-      dividend – 5% (RUR 168.31 mn);

-      accumulation fund – 90% (RUR 3,029.66 mn);

-      reserve fund – 5% (RUR 168.31 mn).

The AGM also resolved not to pay the additional remuneration to the member of the Board of Directors for 2009.

The new members of the Board of Directors elected by the AGM are as follows:

Boris Vainzikher

General Director of JSC "TGC-1"

Irina Grave

Vice President of Fortum (mergers and acquisitions)

Andrey Drachuk

Head of Economic Analysis of Investment Projects of JSC "System Operator-Central Dispatch Administrator of the Unified Energy System of Russia"

Alexander Dushko

Deputy Head of Finance and Business-planning Department of JSC "Gazprom"

Valentin Kazachenkov

General Director of LLC "Peterburgregiongaz"

Kari Kautinen

Vice President of Fortum (mergers and acquisitions)

Alexey Mityushov

General Director of JSC "OGC-6"

Kirill Seleznev

Board member, Head of Marketing, Gaz and Liquid Hydrocarbons Processing of JSC "Gazprom"

Alexey Sergeev

Vice-Governor of Saint-Petersburg

Denis Fedorov

Head of Electric Power Sector Development and Marketing of JSC "Gazprom", General Director of LLC "Gazprom Energoholding"

Alexander Chuvaev

Executive Vice President of Fortum, Russia Division; General Director of JSC "Fortum" (Russia)

CJSC “BDO” (ZAO “BDO”) was elected as Company’s Auditor for 2010.

A number of corporate matters were settled by the AGM. The shareholders approved of Articles of association and internal by-laws that had been amended to incorporate the latest changes of Russian laws. The conclusion of contract of insurance of Company’s management was also approved. This contract is consistent with modern corporate governance standards. The expansion of corporate disclosures and the need to increase the personal responsibility of the management are the main reasons of this insurance.

The shareholders also approved of the maximum amount of shares of St. Petersburg Heating Grid that may be bought by TGC-1 during the St. Petersburg Heating Grid’s share issue. At present, St. Petersburg Heating Grid is a 100% subsidiary of TGC-1, which operates the heating pipelines in the districts supplied from TGC-1 combined heat and power plants (CHPPs). Some of these heating pipelines (mostly main lines) are the property of TGC-1 and others (mostly transit pipelines, previously operated by municipal organization - GUP TEC of St. Petersburg) are the property of St. Petersburg.

In accordance with the plan which envisages the creation of standalone infrastructure organization-operator of heating grids, St. Petersburg Heating Grid should start its operations as a proprietor and operator of heating grids as of January 1, 2011. For this purpose, the current proprietors of heating grids contribute their assets as a means of payments for subscribed shares. The maximum amount to be contributed by TGC-1 to the authorized share capital of St. Petersburg Heating Grid was set by the shareholders at RUR 25 bn. The final ownership structure and proportions in the authorized share capital of St. Petersburg Heating Grid will be defined after the independent assessment of companies’ assets is complete.