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Đóńńęčé

Results of AGM 5 June 2006

OMZ (Uralmash-Izhora Group) held its Annual General Meeting (AGM) in Moscow on 5 June, 2006. The record date was 17 April, 2006. More than 77% of shareholders participated in the meeting. All resolutions put to shareholders’ vote were duly passed.

Shareholders approved the annual report on the Company’s activities in 2005 prepared to Russian Accounting Standards. A decision was taken not to pay dividends on common shares, while a preferred stock dividend payout for 2005 was approved in the amount of 12% of par value.

In addition, shareholders were informed about the preliminary unaudited financial results of the Company prepared to International Financial Reporting Standards. Sales in 2005 reached $666.1mln, operating profit stood at $37.7mln. and EBITDA rose to $59.4mln.

The number of Board member was approved at nine and the following members were elected to the OMZ’s Board of Directors:

  1. Seppo Remes – President, Kiuru Partners (Independent director)
  2. Sergey Skaterschikov – President, IndexAtlas Ltd.; Director, Dresdner Kleinwort Wasserstein (Independent Director)
  3. Dmitry Bakatin – Managing Director, Moscow Representative Office of “Sputnik Investment Ltd. (Independent Director)
  4. Sergey Lipsky – Chief Executive Officer, OMZ (Executive director)
  5. Sergey Grischenko – Director, Corporate Finance Department, ZAO AB “Gazprombank” (Non-executive Director)
  6. Ilya Eliseev – Deputy Chairman of the Management Board, ZAO AB “Gazprombank” (Non-executive Director)
  7. Alexey Matveev - Deputy Chairman of the Management Board, ZAO AB “Gazprombank” (Non-executive Director)
  8. Vladimir Smirnov – General Director, OAO “Tekhsnabexport” (Non-executive Director)
  9. Vladimir Yurkov – General Director, ZAO “Forpost-Management” (Non-executive Director)

Shareholders voted to release from obligation ZAO “Forpost-Management” (Forpost) to make an offer to shareholders to buy their holdings of common shares upon Forpost accumulating a 30% holding in the Company (including a release from the obligation to make such offer upon reaching each 5% incremental threshold above the 30% holding). The release from this obligation was requested in relation to Forpost’s intention to acquire up to 95% of the common shares of OAO OMZ (Uralmash-Izhora Group). Forpost currently holds 19.93% of the common shares of OMZ.

Shareholders approved the compensation of the Board members for their service in the 2005-2006 period as well as the Provision on the Compensation of the members of the Board of Directors for the 2006-2007 period. In addition, they elected a three-member Revision Commission, approved possible future interested party transactions, executed by the Company in the course of its day-to-day operations and approved PriceWaterhouseCoopers as the Company’s statutory and IFRS accounts auditor for 2006.

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