OREANDA-NEWS. The Board of Directors of RAO "UES of Russia" approved the reorganization of TGC-11 by way of merger of two regional generation companies, OAO "Omsk Generation Company" and OAO "Tomskenergo", with and into TGC-11, and the terms and conditions of the merger.

The preferred scenario for the creation of the intended structure of OAO "TGC-11" will be merger of the above RGCs with and into OAO "TGC-11". However, in the event that at least one RGC does not approve the merger with and into OAO "TGC-11", OAO "TGC-11" will carry out an additional share issue and will be structured as a corporate group.

The additional shares will be exchanged for shares in OAO "Omsk Generation Company" and OAO "Tomskenergo".

The Board of Directors instructed the RAO UES representatives at the shareholder meetings of OAO "Omsk Generation Company" and OAO "Tomskenergo" to vote FOR the approval of the resolutions relating to the companies' merger with and into OAO "TGC-11".

The representatives of RAO "UES of Russia" at the shareholder meeting of OAO "TGC-11" were instructed to vote FOR the approval of the maximum number of shares that TGC-11 is authorized to issue in addition to those outstanding ("additional shares authorized for issuance") at 550 billion ordinary shares, par value RUB0.01 each, worth a total of RUB550 billion, and for increasing the authorized capital of OAO "TGC-11" through issuance of the same number of additional shares.

Method of placement: shares in the merging companies will be converted into the additional shares of the surviving company (OAO "TGC-11").