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Unified Energy System

April 4, 2008

RAO UES Board of Directors holds its regular meeting

Moscow, 4 April 2008. Pursuant to the directions given by the Russian Government, the Board of Directors of RAO "UES of Russia" recommended that shareholders at the Annual General Meeting approve the resolution not to pay dividends in respect of 2007.

Such a stance of the Board of Directors is due to the fact that, under the previously adopted resolutions, the Company has already spent RUB75.8 billion for investment purposes out of the anticipated net profit for 2007. In particular, the funds were used to deploy and bring on line mobile gas turbine units in the Moscow Region, a measure designed to meet the peak loads in the winter of 2007-2008 and eliminate the shortfall in the investment programmes of OAO "HydroWGC" and OAO "UES FGC" by acquiring additional shares in these companies. The funds invested in the companies have been capitalized and the shareholders of RAO "UES of Russia" will receive their pro rata shares in the company concerned.

As a result of implementation of the investment programme, RAO "UES of Russia" had a RUB47 billion shortfall in its annual net profit. This was because out of the net profit of RUB452.827 billion posted in 2007 only RUB28.782 was supported with real cash earnings. As previously reported, last year, RAO "UES of Russia" received significant "paper profit" as a result of revaluation of its shareholdings in subsidiaries.

*        *          *

The Board of Directors approved 6 June 2008 as the record date for determining the persons entitled to receive shares in the companies spun off from RAO "UES of Russia" in the course of the final phase of the Company's reorganization.

The decision to carry out the final phase of the Company's reorganization was taken by shareholders at the EGM held 26 October 2007. Within the framework of this phase, RAO "UES of Russia" is to complete asset restructuring, and the companies of the intended (post-reform) sector structure to be spun off from the Parent Company— OAO "WGC-1", OAO "WGC-2", OAO "WGC-3", OAO "WGC-4", OAO "WGC-6", OAO "TGC-1", OAO "TGC-2", OAO "Mosenergo", OAO "TGC-4", OAO "TGC-6", OAO "Volzhskaya TGC", OAO "SGC TGC-8", OAO "TGC-9", OAO "TGC-10", OAO "TGC-11", OAO "Kuzbassenergo", OAO "Yeniseyskaya TGC (TGC-13)", OAO "TGC-14", OAO "HydroWGC" OAO "UES FGC" and OAO "Sochinskaya TPP", and the newly established companies—OAO "IDC Holding" (which unites the distribution network assets) and OAO "RAO Energy Systems of the East" (which unites the energy assets of the Russian Far East and islanded energy systems).

After the reorganization, the Company's shareholders of record on 6 June 2008 will receive shares in the companies spun off from RAO "UES of Russia", and the Company will be cease to exist on 1 July 2008.

If any investor acquires shares in RAO "UES of Russia" after the above record date of 6 June 2008, the shares acquired by such investor will only be converted into shares in OAO "UES FGC" upon completion of the merger of RAO "UES of Russia" with and into FGC, in accordance with the conversion ratios approved by the shareholders on 26 October 2007. This means that such shareholder will not be entitled to any share in the other companies spun off from RAO "UES of Russia".

On the same date, the books will be closed for Depositary Receipts representing shares of RAO "UES of Russia". It is expected that the issuance and redemption of DR will be stopped with effect from 30 May 2008. DR holders who surrender the certificates and provide details of their bank accounts in due time will be entitled to elect between receiving Depositary Receipts representing shares in the spin-off companies or shares in the spin-off companies or proceeds from the sale of such shares. DR holders who fail to provide the required information will only be entitled to receive the proceeds from the sale of shares they are entitled to.

6 June 2008 was proposed by the Company's managers as the record date after consultations with the securities industry members, registrars and securities depositories handling shares of RAO "UES of Russia" and the companies comprising the intended (post-reform) sector structure, and after determining the procedure and timing for the distribution of shares in such companies to RAO UES shareholders.

This date was chosen for purely technical reasons, including the peculiarity of the securities recordkeeping system. The registrars of RAO "UES of Russia" and the spin-off companies will need at least three weeks to draw up a list of shareholders of record and distribute the spin-off shares. In that case, shares in the spin-off companies will be distributed among RAO UES shareholders in early July, as previously planned.

Moreover, it is expected that 6 June will be the last date RAO UES shares are traded on the stock exchanges. After the record date, between 7 June and 1 July 2008, the Company's shares may be traded on the OTC market, but the person who purchases RAO UES shares after 6 June will only receive shares in OAO "UES FGC" for their RAO UES shares in accordance with the conversion ratios approved by the shareholders at the EGM of 26 October 2007, and will not be entitled to any shares in any of the companies to be spun off from RAO "UES of Russia".

It is planned that RAO UES shareholders will be removed from the baskets of securities forming the bases for the MICEX Index and the MICEX Power Index not later than 15 May 2008. For the RTS Index, such day will be 30 April 2008. 29 May 2008 will be the last day of futures trading in RAO UES shares. The last deliveries under such futures contracts will occur on 30 May. Options for these futures will stop to be traded on 27 May.

Stock market participants will be instructed to ensure that negotiated trades with deferred settlement and reverse leg of repo transactions settle before the record date, 6 June 2008.


This announcement was released as disclosure of material fact in the Interfax newswire at 15:28 Moscow time on 4 April 2008 in accordance with the requirements of the Federal Service for Financial Markets of Russia.

*        *          *

The Board of Directors of RAO "UES of Russia" approved the buyback by certain thermal WGCs and TGCs of their shares from shareholders, a measure that will guarantee that the Company's reorganization is completed as scheduled on 1 July 2008.

The structuring for the final phase of the Company's reorganization was approved by the shareholders at the EGM held 26 October 2007. In the course of this phase, interim holding companies will be spun off from RAO "UES of Russia" and part of them will be simultaneously merged with the respective companies comprising the intended (post-reform) sector structure.

In particular, during the final phase it is proposed to spin off interim minority WGC and TGC HoldCos from RAO "UES of Russia", which will receive the stakes of minority shareholders in the respective thermal generation companies (WGCs and TGCs).

The interim WGC/TGC HoldCos will then merge with and into the respective WGCs or TGCs, and their shares will be converted into WGC/TGC shares. To that end, the WGCs and TGCs will need to carry out a technical issue of additional shares which must be registered with the Federal Service for Financial Markets of Russia (FSFM) not later than 1 July 2008.

As the standard timeframe for state registration of additional share issues is 30 days, registration documents are to be filed with the FSFM not later than the end of May 2008. Moreover, the companies are required to amend their charters to reflect the additional share issues and have them registered with the competent authorities.

However, the expected timing of the additional share issues for investment purposes are likely to be postponed in some companies (WGC-1, TGC-4, TGC-11, and TGC-14), which was primarily due to the requests received from potential strategic investors to offer them a longer period to take decisions, as well as unfavourable conditions on the Russian and global stock markets.

This leads to the risk that these companies will not be able to meet the reorganization deadlines approved previously and, consequently, will not be able to timely register with the regulator their additional share issues for the merger of the interim HoldCos.

The share repurchase by the thermal generation companies from their shareholders is intended to eliminate that risk. If the WGCs/TGCs hold Treasury shares, they will be able to meet the deadlines for the merger of the interim HoldCos and complete the reorganization without having to carry out technical share issues.

To repurchase their shares, some WGCs/TGCs will need to hold between 0.18% and 0.72% shares (taking into account the additional shares issued to investors), which will cost between RUB70 million and RUB369 million.

As resolved by the Board of Directors of RAO "UES of Russia" at today's meeting, the WGCs and TGCs may repurchase shares from all shareholders, including the shares comprising the "government stake", at a price equal to the offering price for investment purposes or, if the offering price has not been set yet, at the MICEX average weighted price for the past 3 weeks, times the factor of 1.1, which is expected to be close to the offering price: a premium of 10 percent (average amount by which the offering price exceeds the market prices in a number most recent transactions to sell shares in WGCs/TGCs.

The Board of Directors resolved that it would be necessary to increase the amount of funds to be raised through the additional share issues of WGC-1, TGC-4, TGC-11, and TGC-14, by the amount needed to for the repurchase by these companies of their Treasury shares. The share repurchase by the WGCs and TGCs will not be significant and have little influence on the quantity of the share offerings. The quantity of "government stake" shares in these WGCs and TGCs to be sold to investors will be reduced.

In order to implement the above transaction, the Board of Directors approved the sale by RAO "UES of Russia" of the "government stake" shares in WGC-1, TGC-4, TGC-11, and TGC-14, which will result in the reduction of the RAO UES interest in these companies.

For TGC-4, the Board of Directors approved the possible alternative way of repurchasing TGC-4 shares. In this case, shares in TGC-4 will be purchased by the company's wholly-owned subsidiary, OAO "Novomoskovskaya TPP" which will merge with and into TGC-4 simultaneously with the merger of OAO "TGC-4 Holding". Shares in TGC-4 will be purchased from shareholders at their market price; RAO "UES of Russia" will sell its shares in TGC-4 in accordance with the uniform policy adopted for setting the share purchase price.

The TGC-4 shares purchased by OAO "Novomoskovskaya TPP" will not be cancelled, and it will be possible to covert shares in the minority HoldCo into shares of OAO "Novomoskovskaya TPP". This transaction will speed up the necessary corporate procedures and provide TGC-4 with the necessary quantity of treasury shares for its reorganization.

Also, for some companies, e.g. OAO "Mosenergo", which holds sufficient number of treasury shares, the Board of Directors decided against carrying out a technical issue of additional shares for the merger of the relevant minority HoldCo.

The Board of Directors instructed representatives of RAO "UES of Russia" on the management bodies of the WGCs and TGCs to vote for the approval of the resolutions needed to the share repurchase.

The Board of Directors also commissioned the Management Board to prepare their proposals on the disposal of WGC/TGC shares that will be transferred to OAO "UES FGC" and OAO "HydroWGC" after the reorganization of RAO "UES of Russia" is completed.

 

 

 

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