Pursuant to Article 10.1 of the Charter of RAO "UES of Russia" and taking into account shareholder proposals on holding the AGM in 2004, the Board has set 30 June 2004 as the date for the AGM.

The Palace of Culture "Zelenograd", which is located in the administrative district of Zelenograd, Moscow, Russia, has been chosen as the venue for the AGM to meet the requirements of Article 2.9 of the Regulation on Additional Requirements Regarding the Procedure for the Preparation, Convocation, and Conduct of a General Meeting of Shareholders" approved by the Resolution of the Federal Commission for Securities Market of 31 May 2002, and for reason of fair price for good quality of the premises rented for the AGM of RAO "UES of Russia".

The Meeting starts at 11:00.

The Board of Directors of RAO "UES of Russia" has resolved that the following items be included on the agenda of the Company's AGM:

1. Approval of the Annual Report of RAO "UES of Russia" for 2003, the annual financial statements, including the profit and loss account (income statement), and allocation of profit and loss based on the financial year results.
2. Payment of dividends.
3. Approval of the appointment of the Auditors of RAO "UES of Russia".
4. Election of members of the Board of Directors of RAO "UES of Russia".
5. Election of members of the Audit Commission of RAO "UES of Russia".

The Board of Directors of RAO "UES of Russia" has approved the structure of the Annual Report of RAO "UES of Russia" for 2003 and has given the Management Board of RAO "UES of Russia" a task to prepare a draft of the Company's Annual Report for 2003 and submit it for approval by the Board of Directors at the Board meeting to be held on 21 May 2004.

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The Board of Directors of RAO "UES of Russia" has heard and noted the Regulation on the disclosure of information on investment programs and projects taking into account the submission of investment programs and projects to the Government of the Russian Federation.

The Board of Directors of RAO "UES of Russia" has commissioned the Management Board to revise the draft Regulation taking into account the comments and suggestions made during the discussion.

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The Board of Directors of RAO "UES of Russia" has approved the membership of RAO "UES of Russia" in Non-Profit Partnership "Moscow Stock Exchange". The membership conditions are as follows:

• amount of the admission fee: RUB25,000;
• form of payment of the admission fee: cash;
• payment of admission fee: The admission fee is to be paid within 14 days after the date on which RAO "UES of Russia" admitted as a member of Non-Profit Partnership "Moscow Stock Exchange";
• the amount of membership fees is determined by the Exchange Board of Non-Profit Partnership "Moscow Stock Exchange."

The Board of Directors has stated that the membership of RAO "UES of Russia" in Non-Profit Partnership "Moscow Stock Exchange" is to expand the list of organized stock markets where the securities of the companies to be established in the course of restructuring of RAO "UES of Russia" and its SDCs will be distributed and traded.

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The Board of Directors of RAO "UES of Russia" approved the sale by the Company of its holding of 1,318,500 ordinary shares in OAO "Kostromatrubinvest-VrTZ", par value RUB10 per share, on the following terms and conditions:

• method of sale: auction involving a property disposal agent;
• starting sale price for the holding of 1,318,500 shares shall not be lower than the value determined by an independent appraiser;
• The procedure and deadline for payment: [The payment shall be made] in cash prior to the transfer of ownership of the shares, but not later than 14 days after the date on which the contract is signed.

The Board of Directors deems the sale of the shareholding in OAO "Kostromatrubinvest-VrTZ" advisable, as these shares hold by RAO "UES of Russia" belong to non-core assets, and the Company's interest in the authorized capital of OAO "Kostromatrubinvest-VrTZ" (0.6%) does not make it possible for the Company to influence the running of OAO "Kostromatrubinvest-VrTZ"

The market value of the shareholding in OAO "Kostromatrubinvest-VrTZ" owned by RAO "UES of Russia" has been determined by an independent appraiser, ZAO "Finansovo-Otsenochnaya Kompaniya" ("Finance and Appraisal Company").

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The Board of Directors has approved the sale by RAO "UES of Russia" of its shareholding in OAO "Zarubezhenergostroy" on the following terms and conditions:

• RAO "UES of Russia" shall sell 213,943 registered ordinary shares in OAO "Zarubezhenergostroy", par value RUB1 per share, which represents an interest of 9.51% in the authorized capital of OAO "Zarubezhenergostroy";
• The market value of the shareholding determined by an independent appraiser is RUB2,625,000, or RUB12.27 per share;
• The book value of the shareholding is RUB213,943;
• The shares will be sold by auction, subject to the relevant resolution of the Government of the Russian Federation;
• The starting sale price for the shareholding shall not be lower than the value determined by an independent appraiser;
• The procedure and deadline for payment: The payment shall be made in cash prior to the transfer of ownership of the shares, but not later than 14 days after the date on which the sale contract is signed.

The Board of Directors deems the sale of the shareholding in OAO "Zarubezhenergostroy" owned by RAO "UES of Russia" advisable, as this asset is a non-core one and does not represent an interest for the Company, or for OAO "FGC", or for "OAO UES Engineering Center". The sale of the shares was approved by the Property Commission of RAO "UES of Russia" and the Company's Management Board at the meeting held on 29 December 2003.

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The Board of Directors of RAO "UES of Russia" has approved the purchase by the Company of the additional shares to be issued by OAO "Krasnoyarskaya HPP" (RAO "UES of Russia" has a pre-emptive right to acquire such shares), on the following terms and conditions:

• at least 114,330 registered ordinary shares, par value RUB1 per share;
• the shares will be purchased at the placement price set by the Board of Directors of OAO "Krasnoyarskaya HPP".

Currently, RAO "UES of Russia" holds a 0.117% interest in the authorized capital of OAO "Krasnoyarskaya HPP". RAO UES subsidiary, OAO "Krasnoyarskenergo" holds a blocking stake in OAO "Krasnoyarskaya HPP", 25.02% of the plant's authorized capital.

On 10 January 2004, OAO "Krasnoyarskaya HPP" called an Extraordinary General Meeting of shareholders to approve the Company's authorized capital.

At the EGM of OAO "Krasnoyarskaya HPP" held on 20 February 2004, the shareholders approved the resolution to increase the Company's authorized capital through issuance of 97,700,000 additional ordinary shares, par value RUB1 per share, which makes 24.98% of the previously issued shares of the AO-power plant. The consideration for the shares is to be paid in cash. Pursuant to Article 36 of the Federal Law on Joint-Stock Companies, the price at which the additional shares will be sold is to be set by the Board of Directors of OAO "Krasnoyarskaya HPP" based on their market value, but such price should not be lower than the par value of shares (Article 77 of the Law on Joint-Stock Companies).

As the resolution to issue additional shares of OAO "Krasnoyarskaya HPP" was to be taken by a simple majority of votes cast at a general meeting of shareholders of the AO-power plant (Article 49 (2) of the Law on Joint-Stock Companies), OAO "Krasnoyarskenergo" was not able to block the approval of the above resolution.

If OAO "Krasnoyarskenergo" does not take up the additional shares in OAO "Krasnoyarskaya HPP", its interest in the authorized capital of OAO "Krasnoyarskaya HPP" will decrease from 25.02% to 20%. In that case OAO "Krasnoyarskenergo" will lose its blocking stake and will not be able to seriously influence the managerial decision-making process at the AO-power plant.

Pursuant to Section 3.6. of the Procedure for interaction of RAO "UES of Russia" with the business companies whose shares (units) are held by RAO "UES of Russia", if there is a real threat that the Company's rights and legal interests may be violated by a shareholder or Board resolution of the respective SDC before the Board of Directors of the Company takes a decision on the Company's position on the matter, the Management Board of the Company must take all steps possible to prevent such resolution from being approved by the SDC's management bodies.

The Management Board of RAO "UES of Russia" instructed the representatives of RAO "UES of Russia" and OAO "Krasnoyarskenergo" to vote AGAINST the resolution to increase the authorized capital of OAO "Krasnoyarskaya HPP" included on the agenda of the power plant's shareholder meeting.

Besides, the Management Board of RAO "UES of Russia" recommended that the Board of Directors of RAO "UES of Russia" should approve the purchase by RAO "UES of Russia" and OAO "Krasnoyarskenergo" of additional shares in OAO "Krasnoyarskaya HPP" in proportion to their respective shareholdings in OAO "Krasnoyarskaya HPP".

Pursuant to the Charter of OAO "Krasnoyarskenergo", approval of the resolutions on determining the Company's position on the items of business of general meetings of shareholders and Board meetings of SDCs of OAO "Krasnoyarskenergo" which involve the increase in the authorized capital of SDCs of OAO "Krasnoyarskenergo" through issuance of additional shares falls within the competence of the Board of Directors of OAO "Krasnoyarskenergo".

Besides, under the Charter of OAO "Krasnoyarskenergo", resolutions on changing the Company's interests in other organizations engaged in electricity generation and transmission as a principal activity, are to be taken by the Board of Directors of OAO "Krasnoyarskenergo".

As provided by Article 11.1.23 of the Charter of RAO "UES of Russia", the Board of Directors of RAO "UES of Russia" is competent to determine the Company's position regarding items of business of Board meetings of SDCs of RAO "UES of Russia" aimed at determining the position of SDCs' representatives on the items of shareholder meetings and Board meetings of the companies that are the SDCs' subsidiaries or dependent companies engaged in the generation, transmission, dispatching, distribution, and sale of electricity and heat, which items of business involve increasing the authorized capital of such companies through issuance of additional shares and changing the SDCs' stakes in other organizations.

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The Board of Directors of RAO "UES of Russia" has approved the principles for building a new organizational structure of the executive administration of RAO "UES of Russia" as proposed by the Chairman of the Company's Management Board.

In connection with changes to the governance system of RAO "UES of Russia", the Board of Directors has dismissed the following members of the Management Board effective 26 March 2004:

• Deputy Chairman of the Management Board M.A. Abyzov;
• Deputy Chairman of the Management Board V.P. Voronin;
• Deputy Chairman of the Management Board S.K. Dubinin;
• Deputy Chairman of the Management Board A.N. Rappoport;
• Deputy Chairman of the Management Board V.Yu. Sinyugin;
• member of the Management Board A.S. Kolesnikov;
• member of the Management Board A.N. Zelinsky.

The Board of Directors of RAO "UES of Russia" has approved the appointment of M.A. Abyzov, V.E. Avetisyan, V.P. Voronin, S.K. Dubinin, A.N. Rappoport, V.Yu. Sinyugin, Yu.A. Udaltsov, and A.V. Chikunov as members of the Management Board of RAO "UES of Russia" with effect from 26 March 2004.