OJSC Territorial Generating Company #2 Extraordinary General Shareholders Meeting, that was held in a form of absentee voting on December 5, made decision of reorganization by means of TGC-2 merging with OJSC TGC-2 Holding, which was separated from RAO UES of Russia at the final stage of energy sector reform. Shareholders also ratified agreement of merging and converting TGC-2 Holding shares into TGC-2 shares.

Shareholders also took decision to increase TGC-2 authorized capital amount for converting purposes: TGC-2 can place 2, 705, 952, 526 shares with face value of RUB 0.01 per share and a total value of RUB 27, 059, 525 and 26 kopecks. TGC-2 shares are declared converted into TGC-2 common shares on the date of entry being made in the Unified State Register of Legal Entities about the termination of TGC-2 Holding activity. Then TGC-2 Holding shares subject to conversion will be cancelled.

Additional TGC-2 shares will be placed during the merger with TGC-2 Holding in the case of TGC-2 shares shortage for converting purposes.

Apart from that the decision to increase TGC-2 authorized capital via additional registered ordinary shares placement in the amount of 440, 550, 372, 763 with the face value of RUB 0.01 per share and a total value of 4, 405, 503, 727 rubles and 63 kopecks was approved at the TGC-2 Shareholders meeting. Placement will be conducted through public offering. Additional issue is intended to be carried out for TGC-2 Investment Program realization purposes. The amount of TGC-2 Investment Program till 2011 that was affirmed in May 2007 is estimated at RUB 38.9 bln. RUB 9 bln out of them are planned to be raised via additional share issue which will be conducted by March 20, 2008.

Additional shares placing price is to be defined by OJSC TGC-2 Board of Directors after the end of preemptive right effective period. All TGC-2 shareholders possess preemptive right to acquire additional sharesplaced in the amount proportional to the amount of OJSC TGC-2 registered ordinary shares owned. It is expected that additional share issue will be registered in the H2 2008.

In addition to that, shareholders have approved Capacity Supply Contract for the wholesale market between OJSC TGC-2, LLC CFR and Nonprofit Partnership "Administrator of Trading System of the Wholesale Market".

Company Profile
OJSC Territorial Generating Company # 2 (PJSC TGC-2) was established in February 2005. The Company Director General is Andrey Vagner. TGC-2 comprises generating capacity of 6 regions - Arkhangelsk, Vologda, Kostroma, Novgorod, Tver and Yaroslavl.
Since July 1, 2006 TGC-2 functions as a unified Company. TGC-2 operates 16 heat power stations, 8 boiler plants, 4 enterprises of heat networks. The total electric capacity of TGC-2 enterprises is 2, 582.5 MW, the installed heat capacity constitutes 12,471 Gcal/h.
PJSC TGC-2 owners equity amounts to 11, 124, 968, 918 rub 18 kopecs and is spread over 1, 095, 996, 358, 137 ordinary shares and 16, 500, 533, 681 preferred shares with the face value of 1 kopec per share. The main shareholder of the Company is RAO UES of Russia, which owns 49.36% of shares.