History of Share Capital

History of Share Capital

2008

August 12, 2008

In accordance with the approved amendments to Company’s bylaws the share capital of TGC-1 is RUB 38 543 414 165.71 divided into 3 854 341 416 571 3/7 common nominal shares with a par value of RUB 0.01.

July 9, 2008

TGC-1 established a sponsored GDR program with The Bank of New York Mellon in July 2008 in order to support the rights of RAO Unified Energy Systems of Russia (RAO UES) shareholders after the reorganization and final liquidation of the holding. The number of issued GDRs was 5 389 947, or 0.699% of total share capital.

July 01, 2008

JSC TGC-1 completed reorganization through a merger with JSC TGC-1 Holding spun-off of RAO UES of Russia in the process of its reorganization. RAO UES of Russia ceases its existence. As a result, shareholders of RAO UES of Russia became owners of JSC TGC-1 shares, distributed among them proportionally proceeding from their stakes in JSC TGC-1-Holding. Company’s free-float increased from 8,73% to 22,36% of authorized share capital.

June 23,2008 JSC Gazprom registered 28.69% of JSC TGC-1 shares, it had previously bought from RAO UES of Russia.

2007

December 29,2007

Inter-regional Inspection of Federal tax service №15 in St-Petersburg registered the changes to the charter of JSC TGC-1 regarding increase in the company authorized capital and reduction of number of the declared shares.

November 1, 2007

Notification on results of additional issue of JSC TGC-1 was delivered to the Federal Financial Markets Service.

October 5-25, 2007

Allocation of shares of additional issue took place: 245 434 765 713 3/7 pieces was realized through the shareholders right of priority of purchase; 680 279 520 000 has been acquired by Russian Energy Projects.

September 15, 2007

Board of Directors approved the price of allocation of additional issue with state registration number 1-01-03388-D-009D shares at the rate 0.035 roubles for one share. Quantity of placed shares was set as 925 714 285 714 pieces.

July 5, 2007

The Federal Financial Markets Service of the Russian Federation registered additional issue and Prospectus of ordinary non-documentary shares of JSC TGC-1, by means of public subscription.

State registration number of the additional issue: 1-01-03388-D-009D. Total number of the actually placed shares: 1 875 228 129 448. The total sum by nominal value 18 752 281 294.48 rubles.

June 27, 2007

Ordinary shares of JSC TGC-1 additional issue admitted to trading on the JSC RTS (State registration number of the additional issue: 1-01-03388-D-008D of March 27, 2007) in number of 23 022 969 435 shares (ticker at Classical Stock Exchange – TGKA, ticker at RTS Exchange Market - TGKAG).

May 30, 2007

The Federal Financial Markets Service of the Russian Federation registered the Report on the results of an additional ordinary registered uncertified share issue of JSC TGC-1, offered by closed subscription to the shareholders of JSC Murmansk CHPP. Total volume of additional share issue was 230,229,694.35 shares.

May 16, 2007

JSC TGC-1 shares started trading on the RTS stock exchange as “B” listed securities.

April 17, 2007

JSC RTS approved the amendments to the Schedule “Securities Admitted to Trading” providing inclusion (transfer) of JSC TGC-1 shares to the “B” listed securities.

January 25, 2007

The Moscow Interbank Currency Exchange Stock Exchange (MICEX SE) starts trading shares of JSC TGC-1. The company shares have been included in the Part of the Schedule “Securities Admitted to Trading But Not Included in Quotation Lists”.

January 9, 2007

Ordinary shares of JSC TGC-1 started trading on the RTS Classical Stock Exchange (ticker – TGKA). JSC TGC-1 shares have been included in the Part of the Schedule “Securities Admitted to Trading But Not Included in Quotation Lists”.

2006

December 27, 2006

Ordinary shares of JSC TGC-1 started trading on the RTS Exchange Market

(ticker – TGKAG). JSC TGC-1 shares have been included in the Part of the Schedule “Securities Admitted to Trading But Not Included in Quotation Lists”.

November 1, 2006

The merged companies' shares were converted into shares of JSC TGC-1 and all shareholders in the merged companies became JSC TGC-1 shareholders.

In accordance with conversion JSC TGC-1 share capital is 29,022,224,950.57 rubles and divided into 2,902,222,495,057 common nominal shares with a par value of 1 (one) kopeck.

October 24, 2006

Federal Financial Markets Service registered additional issues and Prospectus of ordinary non-documentary shares of Joint Stock Company TGC-1, disposed by means of conversion in process of adjoining of JSC Petersburg Generating Company, JSC Kola Generating Company, JSC Apatity CHPP, and JSC Karelenergogeneratsiya.

  • Shares quantity of the 1st additional issue: 1,500,000,000,000 (one trillion five hundred billion) pieces. Nominal value of each additional issue share: 0.01 (one hundreds) rubles. Total volume of the additional issue (at nominal value): 15,000,000,000 (fifteen billion) pieces.
    Total number of the actually placed shares: 1,489,450,795,483
    State registration number of the additional issue: 1-01-03388-D-001D.
  • Shares quantity of the 2nd additional issue: 240,000,000,000 (two hundred forty billion) pieces. Nominal value of each additional issue share: 0.01 (one hundred) rubles.
    Total volume of the additional issue (at nominal value): 2,400,000,000 (two billion four hundred million) rubles.
    Total number of the actually placed shares: 233,291,775,345
    State registration number of the additional issue: 1-01-03388-D-002D.
  • Shares quantity of the 3rd additional issue: 600,000,000,000 (six hundred billion) pieces. Nominal value of each additional issue share: 0.01 (one hundreds) rubles.
    Total volume of the additional issue (at nominal value): 6,000,000,000 (six billion) rubles.
    Total number of the actually placed shares: 596,437,074,744
    State registration number of the additional issue: 1-01-03388-D-003D
    .
  • Shares quantity of the 4th additional issue: 185,000,000,000 (one hundred eighty-five billion) pieces. Nominal value of each additional issue share: 0.01 (one hundreds) rubles.
    Total volume of the additional issue (at nominal value): 1,850,000,000 (one billion eight hundred fifty million) rubles.
    Total number of the actually placed shares: 179,942,967,397
    State registration number of the additional issue: 1-01-03388-D-004D.
  • Shares quantity of the 5th additional issue: 53,000,000,000 (fifty-three billion) pieces. Nominal value of each additional issue share: 0.01 (one hundreds) rubles.
    Total volume of the additional issue (at nominal value): 530,000,000 (five hundred thirty million) rubles.
    Total number of the actually placed shares: 50,855,172,293
    State registration number of the additional issue: 1-01-03388-D-005D.
  • Shares quantity of the 6th additional issue: 16,000,000,000 (sixteen billion) pieces. Nominal value of each additional issue share: 0.01 (one hundreds) rubles.
    Total volume of the additional issue (at nominal value): 160,000,000 (one hundred sixty million) rubles.
    Total number of the actually placed shares: 15,395,836,253
    State registration number of the additional issue: 1-01-03388-D-006D.
  • Shares quantity of the 7th additional issue: 336,000,000,000 (three hundred thirty-six billion) pieces. Nominal value of each additional issue share: 0.01 (one hundreds) rubles.
    Total volume of the additional issue (at nominal value): 3,360,000,000 (three billion three hundred sixty million) rubles.
    Total number of the actually placed shares: 335,848,873,542
    State registration number of the additional issue: 1-01-03388-D-007D.

July 21, 2006

Shareholders of JSC TGC-1 have unanimously resolved to reorganize JSC TGC-1 by means of adjoining to it JSC Petersburg Generating Company, JSC Kola Generating Company, JSC Karelenergogeneratsiya, and JSC Apatity CHPP and approved the Contract on Adjoining.

Shareholders have resolved to increase the capital stock of JSC TGC-1 by disposing additional Company’s shares by means of conversion of the adjoining Companies’ shares and to increase the capital stock of JSC TGC-1 by disposing additional Company’s shares by means of restricted subscription.

May 26, 2006

The Board of Directors of RAO UES of Russia approved the ratios for share conversion of the companies merging with and into JSC TGC-1

The following amounts of shares will be converted into one share in JSC TGC-1:

  • 162/315,096.8960 of an ordinary share and/or 162/288,565.6824 of a preferred share in JSC Petersburg Generating Company, par value 10 rubles [per share]; and/or
  • 162/270,791.5354 of an ordinary share and/or 162/247,990.8881 of a preferred share in JSC Kola Generating Company, par value 4 rubles [per share], and/or
  • 162/71,854.9119 of an ordinary share in JSC Karelenergogeneratsiya, par value 3.8945 rubles [per share]; and/or
  • 162/23,084.9494 of an ordinary share and/or 162/21,141.1966 of a preferred share in JSC Apatity CHPP, par value 0.6 rubles [per share].
  • 162/9,484.5141 of an ordinary share and/or 162/8,685.9180 of a preferred share in JSC Murmansk CHPP, par value 0.6 rubles [per share].

2005

May 17, 2005

The share issue was registered by North-West branch of the Federal Financial Markets Service on May 17, 2006, state registration number “1-01-03388-D”.

JSC TGC-1 share capital is rubles. 10,000,000 divided into 1,000,000,000 common nominal shares with a par value of 1 (one) kopeck and distributed among its founders in the following way:

  • JSC Lenenergo – 630,000,000 ordinary nominal shares, which is 63%
  • of JSC TGC-1 share capital.
  • JSC Kolenergo – 250,000,001 ordinary nominal shares, which is 25%
  • of JSC TGC-1 share capital.
  • JSC Karelenergogeneratsiya – 119,999,999 ordinary nominal shares, which is 12% of JSC TGC-1 share capital.

In accordance with the division balance sheets of JSC Lenenergo and JSC Kolenergo the shares of the founders in JSC TGC-1 share capital were transferred to JSC Petersburg Generating Company and JSC Kola Generating Company.

March 25, 2005

State registration of JSC TGC-1

November 26, 2004

On November 26, 2004 the Board of Directors of RAO UES of Russia approved the establishment of JSC TGC-1 on the basis of the plan of leasing the generating assets of the promoters by joint-stock companies JSC Lenenergo, JSC Kolenergo and JSC Karelenergogeneratsiya.