Extraordinary meeting of shareholders of Fourth Generation Company of the Wholesale Electricity Market (OGK-4) resolved to approve the reorganization of the Company through a merger JSC ОGK-4 Holding, established through the reorganization of RAO UES of Russia, on the terms and conditions specified in the Agreement for Merger of JSC ОGK-4 Holding with and into ОGK-4. The shareholders further approved a resolution on increase of the charter capital of ОGK-4 by additional issue and placement of ordinary shares in the quantity 32, 539,735 shares at nominal value 0.4 ruble each. Share placement shall be by conversion of shares of JSC ОGK-4 Holding merged with and into ОGK-4 into additional ordinary shares of ОGK-4.
Share conversion ratio:
- 0.9733517018952320 of an ordinary share of JSC ОGK-4 Holding shall be converted into 1 ordinary share of ОGK-4 with nominal value 0.4 ruble;
- 1.0628430900799600 of a privileged share of JSC ОGK-4 Holding shall be converted into 1 ordinary share of ОGK-4 with nominal value 0.4 ruble.
JSC ОGK-4 Holding merger with and into ОGK-4 is provided for in the scheme of ОGK-4 spin-off from RAO UES of Russia from which the said holding structure will be spun off.
Moreover, shareholders of ОGK-4 approved execution of a contract between the Company and a consortium of General Electric International Inc. and Gama Guc Sistemleri Muhendislik ve Taahhut A.S, which contract is a material transaction. According to the Contract, the General Contractor represented by the General Electric-Gama consortium will design, deliver equipment and materials, construct and put into operation (on a turn key basis) two single-shaft combined cycle gas turbine units under the project named "Construction of capacity based on CCGT-800 (two CCGT-400) of ОGK-4 branch Surgutskaya GRES-2". The contract price is estimated at €481,600,000 and $ 152,700,000 (less VAT, customs duties and extra expenses).
ОGK-4 shareholders further approved the material conditions of the Contract for supply of capacity to the wholesale market between the Company, Financial Settling Center and Administrator of Trading System, which contract is a material transaction. The Contract was approved by the ОGK-4 Board of Directors on September 12, 2007.
ОGK-4 shareholders further approved certain amendments and supplements to the Charter of the Company. According to shareholders' resolution, the quantity of ОGK-4 authorized shares shall be limited by 23,032,539,735 of ordinary registered shares at nominal value estimated as in paragraph 4.2 of the Charter of ОGK-4.
Extraordinary meeting of ОGK-4shareholders was held as an absentee voting. The date of filing ballots was October 5, 2007. Record date for extraordinary meeting was August 17, 2007.