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Unified Energy System

January 11, 2008

EGMs of RAO UES subsidiaries adopt resolutions needed to carry out the second phase of reorganization

Moscow. 11 January 2008. The shareholders of OAO "Mosenergo" (TGC-3) approved at the EGM the merger of OAO "Mosenergo Holding" with and into Mosenergo. OAO "Mosenergo Holding" was spun off from RAO "UES of Russia" as part of the second phase of the company's reorganization. Earlier, the shareholders of FGC, HydroWGC, Sochinskaya TPP, WGC-1, WGC-2, WGC-3, WGC-4, WGC-6, TGC-1, TGC-2, TGC-4, TGC-6, Volzhskaya TGC, SGC TGC-8, TGC-9, TGC-10, TGC-11, Kuzbassenergo (TGC-12), Yeniseyskaya TGC (TGC-13), and TGC-14 adopted similar resolutions on the merger of the respective HoldCos with and into the companies comprising the intended final sector structure.

This means that all corporate resolutions needed to complete the second phase of RAO UES reorganization have been taken. The spin-off of the interim HoldCos from RAO UES and their merger with the respective companies of the intended final sector structure was approved by the EGM of RAO UES held 26 October 2007.

As resolved by the Board of Directors of RAO UES on 2 March 2007, the second phase of the Company's reorganization will be implemented through simultaneous spin-off and merger (also called "combined reorganization"). This procedure was used during the first phase of the reorganization completed on 4 September 2007, when two GenCos, WGC-5 and TGC-5, were spun off from RAO "UES of Russia".

The procedure involves spin-off of "interim" HoldCos and their simultaneous merger with the respective companies of the companies of the intended sector structure. During the second phase of the Company's reorganization, as many as 28 HoldCos will be spun off from RAO UES. The HoldCos' shares will be distributed among the state and/or minority shareholders of RAO UES according to their respective interests in the Company's capital.

It is planned that several groups of HoldCos will be created during the second phase of the Company's reorganization. Shares of the first group of interim companies OAO "State Holding" and OAO "HydroWGC State Holding" will be distributed only to the state. These HoldCos will receive, under the spin-off balance sheet, the respective parts of shares in FGC and DCs attributable to the state, as well as shares in OAO "HydroWGC" and some AO-HPPs, thermal WGCs and TGCs, and some other assets.

The minority shareholders' respective shares of these assets will be transferred to OAO "UES FGC Minority Holding" and OAO "HydroWGC Minority Holding". Shares in these companies will be distributed to the RAO UES minority shareholders.

A separate group will be comprised of the HoldCos whose shares will be distributed both to the state and the minority shareholders (OAO "IDC Holding", OAO "RAO Energy Systems of the East", and OAO "INTER RAO UES Holding").

Special HoldCos OAO "Intergeneratsiya", OAO "Sibenergoholding", and OAO "Centerenergoholding" will receive the assets which are to be distributed to the Company's three major shareholders in the course of RAO UES' reorganization. Shares in these HoldCos will be distributed only in favour of specific shareholders and those shareholders who did not take part in the voting or voted against the reorganization at the EGM held 26 October 2006.

OAO "IDC Holding", OAO "RAO Energy Systems of the East", OAO "Intergeneratsiya", OAO "Sibenergoholding", and OAO "Centerenergoholding" are companies of the intended sector structure and, after they are spun off from RAO "UES of Russia", will continue to exist as separate HoldCos.

On 30 June 2008, the interim HoldCos will be spun off from RAO "UES of Russia" and simultaneously merge with the companies of the intended sector structure via a share exchange. Thus, the state and minority shareholders owning shares in the interim companies will become shareholders in the companies of the intended sector structure.

RAO "UES of Russia", which after the HoldCos' spin-off will hold the remaining part of the non-core assets not relating to the technological operations of the companies of the intended sector structure, will merge with and into OAO "UES FGC".

 

 

 

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