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.

This press-release is not an offering for sale of any kind of TGC-2 securities in the USA. Neither of TGC-2 securities can be offered or sold in the USA without registration or exemption of registration under the US Security Exchange Act of 1933 with amends and attachments. Any public offering or distribution of securities in the USA will be provided according to prospectus, which can be received from issuer or a holder, which will sale securities and provide detailed information about the Company, its management and financial reports. Public distribution, offering or sale of securities in the USA is not intended.

Company profile
Territorial Generating Company #2 was established on February, 2005. Andrey Vagner is a Director General of the Company. TGC-2 embodies generating enterprises of six regions - Arkhangelsk, Vologda, Kostroma, Novgorod, Tver and Yaroslavl.

TGC-2 operates as united company since July 1, 2006. Target structure shaping was complete on May 3, 2007 after merging with Arkhangelsk Generating Company. The Company operates 16 CHPPs, 10 boiler-houses, 4 heat network companies (excluding leased assets). TGC-2 aggregated installed electric capacity is 2582.5 MW; installed heating capacity is 12471GCal/h.
OJSC TGC-2 registered capital amounts to RUB 11,124,968,918 and 18 kopeck. It is divided into 1,095,996,358,137 equities and 500,553,681 preferred shares each of par value of RUB 0.01. TGC-2 major shareholder is RAO UES of Russia, which owns 49.36 % of shares.