2.1 Date of carrying out of the meeting of the Board of Directors (supervisory council) of the joint-stock company, where the corresponding resolution was adopted: September 20, 2007.
2.2 Date of drawing up and number of the minutes of the meeting of the Board of Directors (supervisory council) of the joint-stock company, where the corresponding resolution was adopted: September 24, 2007 Minutes No.11 (92).
2.3 Content of the resolution adopted by the Board of Directors (supervisory council) of the joint-stock company:
It was resolved to recommend to the extraordinary general meeting of shareholders of JSC TGC-9 the following:
1. It was resolved to reorganize JSC TGC-9 in the form of joining of JSC TGC-9 Holding to it, created by reorganization of JSC RAO UES of Russia, on the terms stipulated by the present decision and the contract for the joining of JSC TGC-9 Holding to JSC TGC-9.
2. It was resolved to approve the Contract for joining of JSC TGC-9 Holding to JSC TGC-9 according to Appendix 1.
3. It was resolved to define the following procedure and conditions of converting of JSC TGC-9 Holding shares into the shares of JSC TGC-9:
3.1. All shares of JSC TGC-9 Holding shall be converted into the shares of JSC TGC-9, which became ownership of JSC TGC-9 as a result of joining of JSC TGC-9 Holding, into purchased and/or redeemed by JSC TGC-9 and/or into additional shares of JSC TGC-9 (in case the shares of JSC TGC-9, which became ownership of JSC TGC-9 as a result of joining of JSC TGC-9 Holding, and also purchased and/or redeemed by JSC TGC-9, appear insufficient for converting all shares of JSC TGC-9 Holding according to the approved indices of converting).
3.2. In case of issuing of additional ordinary shares of JSC TGC-9, they should give the same rights to shareholders, the same way as placed ordinary shares of JSC TGC-9 according to the Charter of JSC TGC-9 and the legislation of the Russian Federation.
3.3. Index of converting of shares:
0,0148511789603174 of an ordinary share of JSC TGC-9 Holding is converted into one ordinary share of JSC TGC-9 with par value equal to 0,003 (three thousandths) rubles each;
0,0162166182139303 of a preferred share of JSC TGC-9 Holding is converted into one ordinary share of JSC TGC-9 with par value equal to 0,003 (three thousandths) rubles each.
3.4. The quantity of ordinary shares of JSC TGC-9, which should be received by each shareholder of JSC TGC-9 Holding, is calculated by division of the quantity of shares of JSC TGC-9 Holding belonging to him, of the certain category by the corresponding index of converting.
If at definition of settlement quantity of shares of JSC TGC-9, which should be received by the shareholder of JSC JGC-9 Holding, some shareholders of JSC TGC-9 Holding will have a fractional number of the settlement number of shares, such number of shares is subject to rounding off under the following rule:
- If the value of the figure after the point equals from 5 up to 9 inclusive, "one" is added to the integer unit, and the numbers following after the point are not considered;
- If the value of the figure following after the point equals from 0 up to 4 inclusive, the integer figure is taken into account, and the figures following after the point are not considered;
- If as a result of rounding off, some shareholders do not receive a share, such shareholders receive one share of JSC TGC-9.
Thus, in case of issuing of additional ordinary shares of JSC TGC-9, the quantity of ordinary shares of JSC TGC-9 from among the shares, which became ownership and/or redeemed and/or purchased by JSC TGC-9, which the shareholder of JSC TGC-9 Holding should receive, is the whole part of the figure defined by multiplication of the quantity of ordinary shares of JSC TGC-9 , which such a shareholder should receive according to the first paragraph of the present subitem (in view of rounding off), by the ration of the total of ordinary shares of JSC TGC-9, which became ownership of JSC TGC-9 at joining of JSC TGC-9 Holding, and/or redeemed and/or purchased by JSC TGC-9, to the total of ordinary shares of JSC TGC-9 necessary for converting of ordinary and preferred shares of JSC TGC-9 Holding into all of them .
The quantity of ordinary shares of JSC TGC-9 from among additional shares, which the shareholder of JSC TGC-9 Holding should receive, is defined as a difference between the quantity of ordinary shares of JSC TGC-9, which such a shareholder should receive according to the first paragraph of the present subitem (in view of rounding off), and the quantity of shares of JSC TGC-9 from among the shares, which became ownership and/or redeemed and/or purchased by JSC TGC-9, which such shareholder should receive.
3.5. Shares of JSC TGC-9 Holding are declared converted into ordinary shares of JSC TGC-9 on the day of making an entry in the Uniform state register of legal persons about termination of activity of JSC TGC-9 Holding, on the basis of data of the register of shareholders of JSC TGC-9 Holding for the specified day.
3.6. Shares of JSC TGC-9 Holding subject to converting are paid off at realization of converting. |