OREANDA-NEWS. OJSC Territorial Generating Company #2 (TGC-2) Board of Directors took decision to conduct Extraordinary General Shareholders Meeting (SGSM) on December 5, 2007 in a form of absent vote. The question is the company reorganization in a course of final step of RAO UESR reorganization.

EGSM agenda included the following 9 items:
1. OJSC TGC-2 reorganization in a form of merger with OJSC TGC-2 Holding;
2. Defining quantity, par value, category (types) of company authorized shares and rights, conceded by these shares.
3. Amending the Company Charter.
4. Increasing OJSC TGC-2 authorized capital by the means of additional share issue placement via shares conversion.
5. Increasing OJSC TGC-2 authorized capital by the means of additional share issue placement via public offering.
6. Approval of supply contract between OJSC TGC-2 and OJSC Power Machines, which is a transaction of interest to the Company.
7. Approval of supply contract between OJSC TGC-2 and Archivo Limited or its affiliated person, which is a transaction of interest to the Company.
8. Approval of power provision on the wholesale market contract between OJSC TGC-2, CJSC CFR and Nonprofit Partnership "Administrator of Trading System of the Wholesale Market", which is a considerable transaction.
9. Approval of electricity supply contract for the wholesale market between OJSC TGC-2, CJSC CFR and Nonprofit Partnership "Administrator of Trading System of the Wholesale Market", which is a transaction of interest to the Company.

The list of the persons who are entitled to take part in EGSM based upon the register of October 30, 2007.

We would like to remind that one of the results of the final restructuring stage will be separation from RAO UES of Russia and transfer of stakes in TGC-2 share capital belonging to minority shareholders. For these purposes OJSC "TGC-2 Holding", which owns a stake of RAO UES of Russia minority shareholders in TGC-2 share capital, is separating from RAO UES alongside with a simultaneous merger to TGC-2.

RAO UES of Russia minority shareholders shares of TGC-2 and other assets will be transferred to the balance of TGC-2 Holding according to dividing balance. Along with separation from RAO UES of Russia, TGC-2 Holding will be merged to and with OJSC TGC-2 and all the shares of OJSC TGC-2 Holding will be converted into TGC-2 shares, including additional TGC-2 shares issued for the conversion purposes.