Moscow, 28 February 2005. Today, we can say with confidence that the shareholders of Lenenergo, Kolenergo, and RAO "UES of Russia" reached complete mutual understanding on the establishment of TGC-1.
TGC-1 will be co-founded by the above regional energos as an operating company using lease arrangements. This decision was supported by the major shareholders of Kolenergo and Lenergo—OAO "MMC Norilsk Nickel", Fortum, and Warwick Holdings International Limited.
TGC-1 will be registered as a separate legal entity in mid March, and will start operations on 1 July. Accordingly, by 1 July, the generating assets of Kolenergo, Karelenergo, and Lenenergo will be leased out to TGC. In the near future, Board meetings will be held at the companies that are co-founders of TGC-1. The companies' Boards of Directors will take steps required to establish TGC-1, including adoption of the Company's founding documents.
Moreover, the shareholders agreed to take every effort to ensure that the generating assets leased to TGC-1 are conveyed to the Company by 1 May 2007. This means that in April 2007 all corporate procedures are to be completed to merge the generation companies spun off from Kolenergo, Karelenergo, and Lenenergo with and into TGC-1.
As a result, RAO "UES of Russia" will preserve its controlling interest in TGC-1, and minority shareholders of the generating companies will receive more than a blocking interest in TGC-1.
The shareholders have supported the appointment of Andrey Likhachev as Director General of OAO "TGC-1" and the Member of the RAO UES Management Board, Chief of the Center for Implementation of Restructuring Plans of RAO "UES of Russia" Alexander Chikunov as the Chairman of the Management Board. It is expected that the Board of Directors will have eleven members.
* OAO "MMC "Norilsk Nickel" holds an over 25% interest in OAO "Kolenergo", the Finland-based Fortum holds about 30%, Warwick Holdings International Limited holds a 7% interest in OAO "Lenenergo". OAO "Karelenergo" is a wholly-owned subsidiary of OAO RAO "UES of Russia".
Extract from the resolution of the Board of Directors of RAO "UES of Russia":
On 26 November 2004, the Board of Directors of OAO RAO "UES of Russia" approved the co-founding by OAO "Kolenergo", OAO "Lenenergo", and OAO "Karelenergogeneratsiya" of an operating company, OAO "TGC-1" using the lease arrangements.
The charter capital of OAO "TGC-1" after the Company's registration will be RUB10 million and will be divided into 1 billion ordinary shares.
OAO "Karelenergo" will have a 12% interest in the charter capital of OAO "TGC-1", 25% will be held by OAO "Kolenergo", and 63% by OAO "Lenenergo". The stakes held by the co-founders were determined on the basis of comparison of the installed capacity, actual output of electricity and heat, and the replacement cost of the generating assets to be leased to OAO "TGC-1".
The Board approved the lease of the generating assets currently owned by OAO "Karelgeneratsiya", OAO "Lenenergo" and OAO "Kolenergo" (except for Murmanskaya CHPP and Apatitskaya CHPP) to OAO "TGC-1".