Moscow, 28 March 2006. At the EGMs of OAO "Kostroma Generation Company" and OAO "Yaroslavl Energy Company", the shareholders approved the companies' reorganization through merger with and into OAO "TGC-2".
The shareholders also approved the Agreements of Merger of the companies with and into OAO "TGC-2" and the transfer deeds.
Previously, similar resolutions had been taken by shareholder meetings of OAO "Arkhangelsk Generation Company", OAO "Vologodskaya CHPP", OAO "Novgorod Generation Company" and OAO Tver Generation Company.
In the near future, the Management Board of RAO "UES of Russia", performing the functions of a shareholder meeting of OAO "TGC-2", will vote in absentia in lieu of the meeting on the matters relating to TGC-2 reorganization.
Also, the Management Board will take a decision to increase the authorized capital of OAO "TGC-2" through issuance of additional ordinary shares, which will be exchanged for shares in the merging companies (OAO "Arkhangelsk Generation Company", OAO "Vologodskaya CHPP", OAO "Kostroma Generation Company", OAO "Novgorod Generation Company", and OAO "Yaroslavl Energy Company").
The merger of RGCs with and into OAO "TGC-2" is scheduled to be completed in Q3 2006. TGC-2 shares are also expected to be floated on the stock market in Q3 2006.
The state registration of OAO "TGC-2" was effected by the Inspectorate of the Federal Tax Service of Russia for Leninsky District of the city of Yaroslavl on 19 April 2005. The Director General of OAO "TGC-2" is Vasily Nesvetaylov.
The resolution to establish OAO "TGC-2" as a wholly-owned subsidiary of RAO "UES of Russia" was approved by the Board of Directors of RAO "UES of Russia" on 25 February 2005.
At the time of establishment, the authorized capital of OAO "TGC-2" was RUB10 million and was divided into 1 billion ordinary shares.
The Board of Directors of RAO "UES of Russia" on 23 December 2005 approved the measures to complete the establishment of OAO "TGC-2" according to the target structure.
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