Territorial Generating Company 11 (TGK-11)

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TGK-11 was created on July 1, 2005, as a power generation company serving Omsk, Tomsk and Novosibirsk. The state registration of the company was on August 26, 2005. TGK-11 was one of 14 territorial generation companies (TGKs) established by state-owned electricity monopoly RAO UES. The company was formed with the purpose of consolidating the existing regional energy companies OAO Tomskenergo and OAO Omskenergo within ths structure of TGK-11. These assets comprised 4 CHPPs, 1 SDPP (Tomsk), 2 boiler-houses, and 2 heat networks, for a total generating capacity of 2026 MW. At an extraordinary general meetings of OAO Omskenergo and OAO Tomskenergo held on August 24, 2007, shareholders decided to consolidate the companies within OAO TGK-11. The final decision to take over OAO Omskenergo and OAO Tomskenergo was made Sep. 3, 2007, by authorized board of RAO UES. TGK-11's charter capital was increased by 5.5 billion rubles to 5.51 billion rubles. The conversion ratio per TGK-11 common share was 0.00001048 common and 0.0000144 preferred shares of Omsk Generating Company with a par value of 1,516 rubles each. The ratio for Tomskenergo was 0.0415 common shares and 0.0453 preferred shares with a par value of 1 ruble per common share of TGK-11. As a result of the consolidation, the principal shareholders in TGK-11 were RAO UES (50.5%), SUEK (26.4%) and Rosneft subsidiary, Neft Aktiv (5.7%). Prior to the consolidation, Neft Aktiv held a 26% stake in Tomskenergo. In December 2007, RAO UES scheduled the sale of a 28.9% stake in TGK-11 and the holding of a supplementary share issuance of 181 billion common shares in TGK-11 for the end of March 2008. However, in February 2008, Rosneft subsidiary Neft Aktiv filed a lawsuit at the Moscow Federal Arbitration Court seeking to invalidate the original consolidation of Tomskenergo within TGK-11, by arguing that it was not notified of the shareholders' meeting of August 24, 2007, at which the consolidation decision was made. In March 2008, Neft Aktiv successfully obtained an injunction from a Russian court that blocked TGK-11's planned supplementary share issuance until the legal dispute over Tomskenergo's consolidation was resolved. In July 2008, the Moscow Federal Arbitration Court ruled in favor of Rosneft by invalidating the consolidation of Tomskenergo within TGK-11. The court upheld the ruling in December 2008, following an appeal by TGK-11. Despite this ruling, during 2009, Rosneft and TGK-11 reached an amicable agreement which approved the September 2007 consolidation of Tomskenergo within TGK-11, in return for which Rosneft was compensated for losses arising from the merger. In July 2008, upon the dissolution of RAO UES as part of the Russian power sector restructuring, its equity holding in TGK-11 was distributed across two successor companies: TGK-11 Holding (16.3%) and Federal Grid Company UES (FSK) (27.5%). In the same month, Donalink, the 100% owner of SUEK, purchased a 24.98% stake in TGK-11. As of end 2009, the principal shareholders in TGK-11 were Inter RAO UES (29.9%), Federal Grid Company UES (27.5%), Donalink (25%) and TGK-11 Holding (16.3%). As of end 2009, private entities held a 42.7% interest in Inter RAO UES, a 20.9% interest in Federal Grid Company and 100% interest in Donalink.