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Unified Energy System

April 25, 2007

TGC-5 shareholders approve the Company reorganization

Moscow, 25 April 2007. At the EGM of OAO "TGC-5" held 19 April 2007, the shareholders approved the Company's reorganization through merger of OAO "TGC-5 Holding" with and into the Company and the Merger Agreement.

The meeting also approved the capital increase of OAO "TGC-5" through issuance of 1,000,000 additional ordinary shares, par value RUB0.01 each. These new shares will be exchanged for shares in OAO "TGC-5 Holding" in the process of the merger. The conversion terms are set forth in the Agreement on the merger of OAO "TGC-5 Holding" with and into OAO "TGC-5".

OAO "TGC-5 Holding" is being merged with OAO "TGC-5" as part of the first phase of reorganization of RAO "UES of Russia", which will result in the the separation of two generation companies, OAO "TGC-5" and OAO "WGC-5", from RAO "UES of Russia".

The first phase of the RAO UES reorganization will be implemented through simultaneous spin-off and merger, which is also called "combined reorganization". Two "interim" companies, OAO "TGC-5 Holding" and OAO "WGC-5 Holding", will be spun off of from RAO "UES of Russia" and receive the shares in OAO "TGC-5" and OAO "WGC-5", respectively, currently held by RAO "UES of Russia". Under the separation balance sheet, RAO "UES of Russia" will transfer its 583,798,247,818 shares in OAO "TGC-5" to OAO "TGC-5 Holding", and its 17,685,842,752 shares in OAO "WGC-5" to OAO "WGC-5 Holding."

Simultaneously with the spun-off, these "interim" companies, OAO "TGC-5 Holding" and OAO "WGC-5 Holding", will merge with and into TGC-5 and WGC-5, respectively.

The plan for the first phase of the reorganization was approved by the RAO UES shareholders at the EGM held on 6 December 2006. As resolved by the shareholders, the new shares in OAO "WGC-5 Holding" and OAO "TGC-5 Holding" will be distributed among the shareholders in RAO "UES of Russia" in the following ratios:

  • for each ordinary share in RAO "UES of Russia" held, shareholders will receive 0.41 of an ordinary share in OAO "WGC-5" and 13.59 ordinary shares in OAO "TGC-5";
  • for each preferred share in RAO "UES of Russia" held, shareholders will receive 0.37 of an ordinary share in OAO "WGC-5" and 12.45 ordinary shares in OAO "TGC-5".

After the first phase of the reorganization, RAO UES shareholders will hold shares in RAO "UES of Russia", as before, and acquire shares in OAO "WGC-5" and OAO "TGC-5". Their stake in RAO "UES of Russia" will remain the same.

It is expected that WGC-5 and TGC-5 will be separated from RAO "UES of Russia" in Q3 2007. The shareholder meeting of OAO "WGC-5" to consider the company reorganization is scheduled for 1 June 2007.

 

 

 

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