OREANDA-NEWS. On 14 March 2008 was announced, that in accordance with the resolution of the Board of Directors, TGC-1 Annual General Shareholders Meeting will be held on 29 April 2008 in St. Petersburg. Deadline for compilation of the list of persons entitled to participate in the Annual General Shareholders Meeting is scheduled for 11 March 2008.

The following matters were added to the General Shareholders Meeting agenda: approval of the Annual Report, annual accounting reporting, the Company’s profit and losses statement, profit distribution proceeding by the results of the fiscal year 2007, approval of the Company’s Auditor and election of the Company’s Auditing Committee and the Board of Directors members. 

The Board of Directors approved the action plan for launching of the Depositary Receipts Program within TGC-1 and the conclusion of the Depositary Agreement with The Bank of New York with regard to placement of the Global Depositary Receipts. Launching of the Global Depositary Receipts Program is performed by TGC-1 in order to ensure rights of the depositary receipts holders of JSC RAO “UES of Russia”.  TGC-1 Depositary Receipts Program will help to exchange the existing RAO “UES of Russia” Global Depositary Receipts with TGC-1 Global Depositary Receipts.

The Bank of New York was selected as a Depositary Bank for placement and circulation of TGC-1 foreign securities (depositary receipts) proceeding from results of the public request for proposals announced in August 2007.

Furthermore, TGC-1 Board of Directors approved the resolution on additional issue of the Company’s securities to be placed in the course of JSC “TGC-1 Holding” spin-off from JSC RAO “UES of Russia” with simultaneous joining to JSC “TGC-1” by means of conversion of JSC “TGC-1 Holding” registered privileged and ordinary shares in uncertified form into shares of JSC “TGC-1”. Moreover, the JSC “TGC-1” securities prospectus was approved.

In accordance with resolution of the Company’s Shareholders made by the Extraordinary General Shareholders Meeting on 29 October 2007, 4,056,160,466 uncertified registered ordinary shares of JSC “TGC-1” will be issued with a par value 0.01 rubles each, which amounts to 0.11% of TGC-1 equity capital. Placement mode – conversion of privileged and ordinary shares of JSC “TGC-1 Holding” into uncertified ordinary shares of JSC “TGC-1”.

TGC-1 Holding ordinary shares will be converted into 3,671,800,907 TGC-1 uncertified registered ordinary shares, privileged shares of TGC-1 Holding will be converted into 384,359,559 TGC-1 uncertified registered ordinary shares.