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TMK Announces Resolutions of the Board of Directors


TMK, one of the world’s largest oil and gas pipe producers and the market leader of the Russian pipe industry, today announces that the OAO “TMK” Board of Directors has decided to convene an Extraordinary General Meeting of Shareholders (EGM) in the form of an absentee ballot on December 25th 2007.


The list of shareholders eligible to participate in the EGM and entitled to dividend has been drawn up according to the shareholder registry as of 8 November 2007.


The OAO “TMK” Board of Directors has recommended that shareholders approve interim dividends, for the first 9 months of 2007, of RUR 3.63 per share (approximately USD* 0.60 per GDR). A total of RUR 3,168,993,630 (approximately USD* 130 mln.) will be paid out as dividend by February 24th 2008. This amount corresponds to TMK’s policy to pay dividends amounting to at least 25% of its annual IFRS consolidated net profits.


Other matters to be considered will concern the approval of transactions associated with the financing of TMK’s Strategic Investment Programme and the restructuring of the Company’s and its subsidiaries’ credit portfolios. As part of a long-term programme to transfer external borrowings from the subsidiary level to the OAO “TMK” level, the Company plans to replace short-term bank loans made to its subsidiaries with long-term loans from OAO “TMK”.


Voting will also concern the company’s guarantee for its subsidiary, Seversky Tube Works (STZ), regarding a loan from France\'s Société Générale to partially finance the acquisition of a Fine Quality Mill (FQM) from Italy’s Danieli. TMK is to guarantee the repayment of the loan in the amount of EUR 88,655,000 plus interest, commissions, and all other payments, with a total value amounting to more than 2% of TMK’s balance sheet, determined by accounting report data, as of 30 September 2007.


A number of additional matters pertaining to the company’s operations were also reviewed during the Board meeting.


*As of November 9, 2007, the Russian Central Bank exchange rate stood at 24.4458 RUB/USD.


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