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Unified Energy System

August 11, 2006

Volzhskaya TGC shareholders approve capital increase, exchange of Company's shares for shares in Orenburgskaya TGC

Moscow, 11 August 2006. Shareholders of OAO "Volzhskaya Territorial Generation Company" (TGC-7) held an EGM today. They approved an increase of the Company's authorized capital for the purpose of exchanging the additional shares for 100% shares in OAO "Orenburgskaya TGC" held by RAO "UES of Russia".

The Company will place through closed subscription 2,689,925,865 additional ordinary shares, par value RUB1 each.

The share price as determined by the independent appraiser, OOO "Institute for Property Management and Expertise", is RUB26.7 per share in OAO "Orenburgskaya TGC" and RUB1.59 per share in OAO "Volzhskaya TGC".

OAO "Orenburgskaya TGC" is to be included in OAO "Volzhskaya TGC" according to the restructuring plan for the Samara, Saratov, Ulyanovsk, and Orenburg energy systems. Under the plan, the generating and heating grid assets of OAO "Samarenergo", OAO "Saratovenergo", and OAO "Ulyanovskenergo" have been transferred to OAO "Volzhskaya TGC". At the next stage, 100% shares in OAO "Orenburgskaya TGC" are to be contributed to the authorized capital of OAO "Volzhskaya TGC".

It is planned that OAO "Orenburgskaya TGC" will become a wholly-owned subsidiary of OAO "Volzhskaya TGC" in November 2006. Thus, the establishment of OAO "Volzhskaya TGC" will be finalized.

After the Company's share placement report is registered with the FSFM of Russia, the authorized capital of OAO "Volzhskaya TGC" will be RUB25,519,925,865 and will be divided into 25,519,925,865 ordinary shares, par value RUB1 each.

The authorized capital of OAO "Orenburgskaya TGC" is RUB3,123,638,622 and is divided into 160,186,596 ordinary shares of RUB19.5 par value.

OAO "Volzhskaya TGC" was registered on 1 August 2005 in the city of Samara. The Director General of OAO "Volzhskaya TGC" is Vasily Nikonov. OAO "Volzhskaya TGC" started operations without the use of lease on 1 January 2006. OAO "Volzhskaya TGC" is within the competence of Business Unit No. 2 of RAO "UES of Russia" headed by Vladimir Avetisyan, member of the Management Board and Managing Director of RAO "UES of Russia".

 

 

 

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