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Unified Energy System

June 23, 2006

RAO UES Board of Directors holds its regular meeting

Moscow. 23 June 2006. The Board of Directors of RAO "UES of Russia", acting as AGM of shareholders of OAO "UES Federal Grid Company" and OAO "UES System Operator-Central Dispatch Administration" ("System Operator")* approved the annual reports, annual financial statements, income statements of the companies for 2005, and the allocation of the companies' profit for 2005.

In 2005, OAO "UES FGC" posted a net profit of RUB1.997 billion; of that amount, RUB1.63 billion will be allocated to the company's reserve fund and RUB367 million used to pay the dividends (RUB0.00151016 per ordinary share of RUB0.5 par value).

The net profit posted by OAO "System Operator" in FY2005 amounted to RUB1.458 billion; of that amount, RUB1.342 billion will be allocated for investments, and RUB80 million for dividend payment.

The Board of Directors of RAO "UES of Russia" elected new members of Boards of Directors of OAO "UES FGC" and OAO "System Operator": Victor Khristenko, Minister of Industry and Energy of Russian Federation; German Gref, Minister of Economic Development and Trade of the Russian Federation; Alexander Voloshin, Board Chairman, RAO "UES of Russia"; Anatoly Chubais, Chairman of the Management Board, RAO "UES of Russia; Yury Udaltsov, member of the Management Board, RAO "UES of Russia"; Boris Ayuev, member of the Management Board, RAO "UES of Russia", Chairman of the Management Board, OAO "UES SO-CDA"; Andrey Rappoport, member of the Management Board, RAO "UES of Russia", Chairman of the Management Board, OAO "UES FGC"; Dmitry Ponomaryov, Chairman of the Management Board, NP "ATS"; and Sergey Ivanov, First Deputy Director General, "Rosenergoatom Concern".

The Board of Directors approved the appointment of ZAO "PricwaterhouseCoopers" as Auditors of OAO "UES FGC" and OAO "System Operator" for 2006.

The Board of Directors also approved amendments to the Charter of OAO "System Operator". Under the amendments, the Board of Directors [of OAO "System Operator"] is now granted the authority to create Committees under the Board, elect Committee members, early terminate their powers, and approve Regulations governing the Committees' activities. The Committees at the SDCs of RAO "UES of Russia" are being created as part of the efforts to improve efficiency and quality of the companies' management bodies, and increase transparency.

The Board of Directors of RAO "UES of Russia" instructed the Management Boards of OAO "UES FGC" and OAO "System Operator" to explore the possibility of putting independent directors on these companies' Boards of Directors.

* Under the Charter of OAO "UES FGC" and "System Operator", resolutions on matters within the competence of a General Meeting of shareholders are to be taken by the Board of Directors of RAO "UES of Russia" during the period when RAO "UES of Russia" holds 100% of voting shares in these companies.

* * *

The Board of Directors of RAO "UES of Russia", acting as the AGM of OAO "HydroWGC"*, has approved the Annual Report 2005, the annual financial statements and income statement for 2005, and profit distribution for 2005.

In 2005, OAO "HydroWGC" posted a net profit of RUB624.825 million. The Board resolved to allocate RUB31.241 million to the reserve fund and RUB565.695 million for dividends.

The Board of Directors of RAO "UES of Russia" elected the new Board of Directors of OAO "HydroWGC" comprised of: Victor Khristenko, Minister of Industry and Energy of Russian Federation; Anatoly Chubais, Chairman of the Management Board, RAO "UES of Russia"; Yakov Urinson, Deputy Chairman of the Management Board, RAO "UES of Russia"; Vyacheslav Sinyugin, Chairman of the Management Board, OAO "HydroWGC"; Andrey Rappoport, Chairman of the Management Board, OAO "UES FGC"; Boris Ayuev, Chairman of the Management Board, OAO "UES SO-CDA"; Vasily Zubakin, member of the Management Board, RAO "UES of Russia"; Dmitry Ponomaryov, Chairman of the Management Board, NP "ATS"; David Herne, Managing Director, Halcyon Advisors; Rustem Khamitov, Head of the Federal Agency for Water Resources of Russia; Per-Christian Endsjo, ex-President, Hydro Energy.

The Board approved the appointment of ZAO "PricewaterhouseCoopers Audit" as auditors of OAO "HydroWGC" for 2006.

The Board of Directors resolved to pay interim dividends of RUB223.6 million on HydroWGC shares for Q1 2006.

* Under the Charter of OAO "HydroWGC", resolutions on matters within the competence of the General Meeting of shareholders are to be taken by the Board of Directors of RAO "UES of Russia" during the period when RAO "UES of Russia" holds 100% of voting shares in OAO "HydroWGC".

* * *

The Board of Directors of RAO "UES of Russia" has reviewed a report on work of the Strategy and Reform Committee and the HR and Remunerations Committee under the Board of Directors of RAO "UES of Russia" for the previous year.

The Strategy and Reform Committee is engaged in the analysis of proposals and working out recommendations to the Board of Directors of OAO RAO "UES of Russia" regarding the development and implementation of the Holding Company's strategy, including the restructuring issues.

From July 2005 to May 2006, the Committee held 23 meetings, reviewed 89 items of business and made 75 recommendations on the matters within the competence of the Board of Directors.

The issues that received the most attention during the period under review were: disposal of OAO "Taymyrenergo" shares; the use of proceeds from the sale of core assets; acquisition by RAO "UES of Russia" of a stake in OAO "Power Machines"; the project to complete the Boguchanskaya HPP; the strategy for disposal of OAO "Okhinskaya CHPP" owned by OAO "Sakhalinenergo", etc.

Besides the matters being considered by the Board of Directors, the Committee discussed 14 issues on its own initiative. The majority of these issues related to the monitoring of progress with implementation of the previous resolutions, including the recommendations for nominating minority shareholders' representatives to the Boards of WGCs and TGCs.

In addition, in October 2005 the Committee organized a seminar to analyse the prospects for the use of bilateral regulated contracts on the wholesale electricity market. The seminar was attended by representatives of RAO "UES of Russia", and members of business and academic communities.

The HR and Remunerations Committee is responsible for developing principles and criteria for determining the amount of remuneration and incentives for members of the Board of Directors and Management Board of RAO "UES of Russia".

Since April 2005, the Committee has held 7 meetings, at which it considered 11 items of business, including the individual key performance indicators for top managers of RAO "UES of Russia" for 2005, proposals on changing the incentives system for Directors General of WGCs, TGCs, IDCs, and other subsidiaries and dependent companies (SDCs) of RAO "UES of Russia", motivation system for managers of ZAO "INTER RAO UES", options programmes for SDCs managers, etc.

The Committee held a closed tender among consulting and information providers in order to select companies to carry out market research of incentive systems for first- and second tier managers (CEOs and Deputy CEOs) at holding companies and their subsidiaries in accordance with the requirements set by RAO "UES of Russia". As a result, the Company made a contract for advisory services to research the salaries and fringe benefits used by major Russian and international companies operating in Russia. By now, the Company has received reports on the work done.

The research results will be used by the HR and Remunerations Committee when preparing recommendations concerning changes in the incentive system for SDC Directors General and members of the Management Board of RAO "UES of Russia".

* * *

The Board of Directors made decisions designed to complete the restructuring of OAO "TGC-13".

The Board determined the positions of the Company's representatives for voting on the items of business on the agenda of the Board meeting of OAO "Krasnoyarskaya Generatsiya" at the EGM with respect to the company's reorganization.

The EGM agenda includes two scenarios for the reorganization of OAO "Krasnoyarskaya Generatsiya": merger of OAO "Krasnoyarskaya Generatsiya" with and into OAO "Khakassia Generation Company", and merger of OAO "Khakassia Generation Company" and OAO "TGC-13" with and into OAO "OAO "Krasnoyarskaya Generatsiya".

At its next meeting, the Board of Directors of RAO "UES of Russia" will give instructions to the Company's representatives for voting at the general shareholders' meeting of OAO "Krasnoyarskaya Generatsiya".

In the event that the EGM of OAO "Krasnoyarskaya Generatsiya" does not approve the company's reorganization using either of the proposed scenarios, TGC-13 will be established as a holding company. Payment for additional ordinary shares in OAO "TGC-13" will be made in shares of OAO "Krasnoyarskaya Generatsiya", OAO "Khakassia Generation Company". The valuation of these companies' shares was approved by the Board of Directors of OAO "TGC-13" taking into account the valuation report prepared by an independent appraiser, ZAO "Rossiyskaya Otsenka" ("Russian Appraisal").

If it is decided to form OAO "TGC-13" as a holding company, the Board of Directors of RAO "UES of Russia" instructed the Company's representatives at the shareholder meeting of OAO "TGC-13" to approve the increase of the authorized capital of TGC-13 through placing, by closed subscription, 2.36 trillion additional ordinary shares, RUB0.01 par value each, worth a total of RUB23.6 billion.

The following amounts of shares will be accepted as payment for one additional ordinary share in OAO "TGC-13": 9958/3813617972 of an ordinary share in OAO "Khakassia Generation Company" (spun off from OAO "Khakasenergo"); or 9958/26114310 of an ordinary share in OAO "Krasnoyarskaya Generatsiya" (spun off from OAO "Krasnoyarskenergo"); or 9958/23915485 of a Type A preferred share in OAO Krasnoyarskaya Generatsiya" (spun off from OAO "Krasnoyarskenergo").

* * *

The Board of Directors of RAO "UES of Russia" noted the proposals on the financial and business strategy for OAO "Power Machines", and the scenarios that may be used with regard to the Company's stake in Power Machines after RAO "UES of Russia" is reorganized.

The task to prepare such proposals was given by the Board of Directors to the Management Board of RAO "UES of Russia" on 4 October 2005, when the Board resolved to acquire a 22.43% stake in OAO "Power Machines". Taking into account the stake in OAO "Power Machines" held by OAO "Petersburg Generation Company", RAO "UES of Russia" has built up a blocking stake (25% plus one share) in Power Machines.

The US$101.4 million deal to buy the 22.43% stake in Power Machines was closed last December. Since that time, Power Machines' capitalization (and the value of the shares held by RAO "UES of Russia") has grown by more than 60%. Apart from its economic efficiency, the asset is quite liquid, as some Russian and foreign investors have expressed interest in purchasing the stake.

The fact that RAO "UES of Russia" holds a stake in OAO "Power Machines" gives RAO "UES of Russia" (which is Russia's main buyer of energy equipment) an opportunity to increase the efficiency of technical upgrade process, control the cost and quality of products, and influence Power Machines' future development by shaping its technical policy in accordance with the Company's own development plans.

One of the key goals pursued in managing OAO "Power Machines" is to ensure that the company manufactures energy equipment meeting the latest world standards.

RAO "UES of Russia" initiated, among other things, the establishment at Power Machines of a gas-turbine division headed by a German manager, and the conduct of a technical audit involving international experts.

In order to utilize the potential of OAO "Power Machines" as much as possible, the management of RAO "UES of Russia" considers it necessary to prepare a forecast of combined equipment order for RAO "UES of Russia" for the electricity sector development, and determine what Power Machines can do to fulfil it. After that, it will be possible to formulate a development strategy for OAO "Power Machines".

The Management Board of RAO "UES of Russia will report to the Board of Directors on Power Machines development strategy in November 2006. On the motion of German Gref, member of the Board of Directors and Minister of Economic Development and Trade of the Russian Federation, the Board of Directors of RAO "UES of Russia" charged the Management Board, in the process of report preparation, to explore the possibility of creating a Russian power engineering center on the basis of OAO "Power Machines".

The Board of Directors noted that it would be advisable to maintain the Company's stake in Power Machines at the current level. The Board also decided that it would advisable for RAO "UES of Russia" to dispose of the Power Machines shareholding at the final stage of RAO UES reorganization.

* * *

The Board of Directors approved the list of pilot projects to issue additional shares in WGCs and TGCs in order to raise funds needed for thermal generation capacity expansion. The list includes OAO "WGC-3", OAO "WGC-4", OAO "WGC-5", OAO "Mosenergo", and OAO "WGC-9". The Board also stated that it would be possible in individual cases to consider disposal of shares in these companies. Issuance of WGC and TGC shares is the principal mechanism to be used for raising large-scale private investment needed for capacity expansion and upgrade.

The Russian Government broadly approved the use of additional share issuance for that purpose in the electricity industry at its session held 7 June 2006. The Government instructed the Ministry of Industry and Energy of Russia, the Ministry of Economic Development and Trade of Russia, and RAO "UES of Russia" to prepare and approve, by 1 July 2006, a list of such pilot projects. The Government also ordered that a complete list of such projects should be prepared by 1 October 2006.

The long list of WGCs and TGCs whose investment projects may be financed, as a matter of first priority, through issuance of additional shares, was submitted to the Board of Directors of RAO "UES of Russia" on 21 April 2006. The list includes WGC-3, WGC-4, WGC-5, TGC-1, TGC-3, TGC-5, TGC-8, TGC-9, and TGC-10. At April's Board meeting, the Management Board was instructed to select and submit for consideration by the Board of Directors pilot projects from the list, and propose specific programmes for preparation and issuance of additional shares.

The key criteria for the selection of companies where the pilot projects will be implemented are the status of corporate restructuring and the extent to which investment projects are complete, including the relevant feasibility studies.

The Board of Directors of RAO "UES of Russia" instructed the Management Board to take into account these key criteria when preparing proposals on the long list of projects designed to attract private investments in thermal generation, and to use these criteria when determining the order for issuing additional shares in WGCs and TGCs.

At today's meeting, the Board of Directors took note of the draft programmes for preparation and issuance of additional shares within the pilot projects. The documents contain the complete list of information on the companies likely to be involved in the projects, and the investment rationale for each project, and the expected use of proceeds from the additional share issues. The Management Board of RAO "UES of Russia" was given the task to finalize these programmes taking into account the comments and suggestions and submit them to the Board of Directors as they are ready.

The additional share issues for the pilot projects may be prepared and placed already in 2006-2007. The shares will be placed through an open competitive process, involving a public offering or private placement of shares to a strategic investor, or a combination of both.

In addition to additional share issuance, the generation companies will use other instruments of raising investments, including internally generated and borrowed funds, the use of investment guarantee mechanism, direct private investments in local projects, and project finance.

The principal goal of these activities is to get the maximum value for the additional share issues while maintaining a balance of interests of all parties concerned.

The specific timing and volumes of the additional share issues will be determined on a case-by-case basis for each WGC and TGC, taking into account the need to optimize the financing of investment projects.

The Board of Directors instructed the Management Board to engage, through a competitive process, the leading investment banks in the process to finalize the proposals on the terms of additional share issues, the order, timing and procedure for such share issues, and determine the market value of WGC and TGC shares for the purpose of issuance.

The Management Board was also given the task to submit for Board consideration the specifics of additional share issues within the pilot projects, including the determination of the key parameters of such share issues.

The Board of Directors also instructed the Management Board to develop a mechanism to ensure effective and proper use of the proceeds from the sale of such additional shares, to implement investment projects, including the use of debt and project finance.

The Board of Directors of RAO "UES of Russia" approved the establishment of OAO "WGC-5" as a wholly-owned subsidiary of RAO "UES of Russia" at its meeting held 3 September 2004. The target structure of OAO "WGC-5" was finally formed on 1 April 2006.

OAO "WGC-5" comprises OAO "Konakovskaya TPP", OAO "Nevinnomysskaya TPP", OAO "Reftinskaya TPP" and OAO "Sredneuralskaya TPP". RAO "UES of Russia" holds a 87.7% stake in OAO "WGC-5". WGC-5 shares were admitted to trading on ZAO "MICEX Stock Exchange", OAO "RTS Stock Exchange", and NP "RTS Stock Exchange" in September 2005. At the same time, an unsponsored GDR programme was established.

The Board of Directors of RAO "UES of Russia" approved the establishment of OAO "WGC-3" on 1 October 2004. The target structure of OAO "WGC-3" was finally formed on 1 April 2006. OAO "WGC-3" comprises OAO "Kostromskaya TPP", OAO "Pechorskaya TPP", OAO "Gusinoozerskaya TPP", OAO "Kharanorskaya TPP" OAO "Cherepetskaya TPP", and OAO "Yuzhnouralskaya TPP". RAO "UES of Russia" holds a 59.72% stake in OAO "WGC-3". WGC-3 shares were admitted to trading on ZAO "MICEX Stock Exchange", OAO "RTS Stock Exchange", and NP "RTS Stock Exchange" in February 2006.

The generation company, OAO "Mosenergo" (OAO "TGC-3") was set up on 1 April 2005 as a result of Mosenergo restructuring. The company comprises 17 power plants located in the city of Moscow and the surrounding Moscow Region, except for TPP-4, TPP-5, TPP-24, and the pumped storage power plant, Zagorskaya PSPP. RAO "UES of Russia" currently holds 50.9% in OAO "Mosenergo". Mosenergo shares are traded on the major Russian stock exchanges, ZAO "MICEX Stock Exchange" and NP "RTS Stock Exchange".

The Board of Directors of RAO "UES of Russia" approved the establishment of OAO "WGC-4" as a wholly-owned subsidiary of RAO "UES of Russia" at its meeting held 24 November 2004. OAO "WGC-4" comprises OAO "Berezovskaya TPP-1", OAO "Shaturskaya TPP-5", OAO "Smolenskaya TPP", OAO "Surgutskaya TPP-2", and OAO "Yaivinskaya TPP". It is planned to complete the merger of these power plants with and into OAO "WGC-4" and carry out the share exchange on 1 July 2006. RAO "UES of Russia" currently holds a 89.6% stake in the WGC-4. WGC-4 shares are expected to start trading on the RTS and MICEX Stock Exchange in Q3 2006.

The Board of Directors of RAO "UES of Russia" approved the establishment of OAO "TGC-9" as a wholly-owned subsidiary of RAO "UES of Russia" at its meeting held 3 September 2004. By now, OAO "Perm Generation Company" and OAO "Sverdlovsk Generation Company" have completed their merger with and into OAO "TGC-9". The target corporate structure of OAO "TGC-9" is expected to be created in Q2 2007 after the merger of OAO "Komi Regional Generation Company" with and into OAO "TGC-9". RAO "UES of Russia" currently holds a 50.03% stake in TGC-9.

* * *

The Board of Directors of RAO "UES of Russia" approved the Restated Regulation on Information Policy of RAO "UES of Russia". This step was necessary due to the changes in regulatory requirements and the information disclosure practices.

The restated Regulation is intended to improve transparency at RAO "UES of Russia" which is a key element of corporate governance having a significant impact on the Company's investment attractiveness.

The restated Regulation details out the principles RAO "UES of Russia" will be guided by in disclosing information about its activities; it also takes into account the provisions of the Policy for Declaration of Transactions with Persons Possessing Insider Information on RAO "UES of Russia" and the SDCs of RAO "UES of Russia", and other bylaws of the Company. The restated Regulation contains an updated and restructured list of information to be disclosed, a detailed description is provided of the rules for the publication of material information on the newswire, in the printed media, on the internet, in brochures and booklets.

In particular, RAO "UES of Russia" will disclose information on the ultimate beneficial owners of 5% or more of the Company's voting shares held in nominee name on a quarterly basis.

Moreover, it is planned to include in the list of additional information to be disclosed the statistical data on the beneficial owners of RAO UES shares, including the quantity and percentages of the Company's shares held by non-Russian resident and Russian-resident shareholders; the key events calendar; quarterly forecasts of financial and production results and comments on them; and other data.

The restated Regulation on Information Policy was tentatively approved by the Association for Investor Rights Protection and the Strategy and Reform Committee under the Board of Directors of RAO "UES of Russia".

The Regulation on Information Policy of RAO "UES of Russia" will be posted on the corporate website of RAO "UES of Russia".

* The Regulation on Information Policy of RAO "UES of Russia" determines the rules and procedures applied to disclosure of information about the Company. As provided by the Regulation on the Activities to Organize Trading on the Securities Market approved by the FSFM Order of 15 December 2004, this document is required for the Company's shares to be maintained in the "A" Quotation List of a stock exchange.

The previous version of the Regulation on Information Policy of RAO "UES of Russia" was approved by the Board of Directors of RAO "UES of Russia" on 3 February 2004.

* * *

The Board of Directors of RAO "UES of Russia", acting as the EGM of OAO "WGC-1", approved the dividend payment for Q1 2006 at RUB0.0025043 per ordinary share of WGC-1. The Board of Directors of RAO "UES of Russia" also approved the appointment of ZAO "PricewaterhouseCoopers Audit" as Auditors of OAO "WGC-1".

The Board of Directors of RAO "UES of Russia", acting as the EGM of OAO "WGC-4", approved the appointment of ZAO "PricewaterhouseCoopers Audit" as auditors of OAO "WGC-4".

* Under the WGC Charter, resolutions on the matters within the competence of a General Meeting of WGC shareholders are to be taken by the Board of Directors of RAO "UES of Russia" during the period when RAO "UES of Russia" holds 100% of voting shares in the WGC concerned.

* * *

The Board of Directors of RAO "UES of Russia" approved placement of additional shares by closed subscription (private placement) to raise funds needed for the upgrade of OAO "Eksperimentalnaya TPP". The Board of Directors also noted that the stake held by RAO "UES of Russia" (including the stake held by OAO "Southern Generation Company – TGC-8" in the power plant's authorized capital after the additional issue is to make at least 25% plus one share.

OAO "Eksperimentalnaya TPP" was set up in 2001 on the basis of the Nesvetay TPP and was intended to create an efficient energy enterprise with the facilities needed to implement new technologies of burning solid fuel and subsequent waste treatment.

Due to lack of finance needed for the plant's experimental projects, the power plant is experiencing financial problems. Nearly all core equipment at the Eksperimentalnaya TPP was commissioned back in 1954 and its facilities are worn out, which results in a combination of low reliability and considerable expenses needed to keep the power plant in working order.

Because of the high cost of electricity generation, the Eksperimentalnaya TPP is not able to operate efficiently in the free trading segment of the wholesale electricity market, while the low reliability of the plant's equipment is the cause of numerous outages and penalties imposed on the plant for failure to comply with the wholesale market (OREM) schedules.

A technical audit of the power plant has shown that the plant is in urgent need of modernization, including the replacement of its principal boiler and generation equipment, or it will have to be closed down, and a new heating generation capacity will have to be built to replace it in order to supply heat to the city of Krasny Sulin, Rostov Region.

An optimal scenario for modernization of the Nesvetay TPP would involve construction on the plant's site and in the existing building of one or two 120-150 MW power units using an advanced technology of coal combustion with circulating boiling bed. This would require an estimated RUB6 billion in funds.

In connection with its financial problems, OAO "Eksperimentalnaya TPP" is unable to finance its modernization with internally generated or borrowed funds.

Because of that, the Board of Directors instructed the Management Board of RAO "UES of Russia" to prepare and submit for approval by the Board of Directors of RAO "UES of Russia" the key details of the additional share issue of OAO "Eksperimentalnaya TPP", the selection of investor through a competitive process, to which the additional shares will be placed, and the mechanism to be used to ensure that the investor carries out the investment programme of the plant's modernization.

* * *

The Board of Directors of RAO "UES of Russia" approved the measures to complete the establishment of OAO "TGC-14", which comprises the generating assets of OAO "Buryatgeneratsiya" and OAO "Chita Generation Company".

The Board decision provides for the following steps to be taken to complete the establishment of OAO "TGC-14":

During the first phase of the process, two regional generation companies (RGCs), OAO "Buryatgeneratsiya" and OAO "Chita Generation Company", are to hold general shareholder meetings to consider the companies' merger with and into OAO "TGC-14".

If the RGC shareholders approve the companies' merger with and into OAO "TGC-14", OAO "TGC-14" is to hold a shareholder meeting to take decisions needed to reorganize OAO "TGC-14".

If shareholders of at least one of the RGCs do not approve the companies' merger with OAO "TGC-14", the general shareholder meeting of OAO "TGC-14" is to take a decision to increase the authorized capital of OAO "TGC-14" through issuance of additional shares. These shares are to be exchanged for shares in the companies merging with TGC-14, OAO "Buryatgeneratsiya" and OAO "Chita Generation Company".

At the second phase, additional shares in OAO "TGC-14" are to be placed by closed subscription (private placement) to RAO "UES of Russia".

Payment for these shares will be made with the assets held by RAO "UES of Russia" in the start-up facilities of boiler plant No.3 of the Ulan-Udenskaya CHPP-2 that is part of the generating assets of OAO "Buryatgeneratsiya".

The decision to place additional shares of OAO "TGC-14" by closed subscription (private placement) will be made simultaneously with a decision on approving the RGCs' merger with and into OAO "TGC-14" (at the same shareholder meeting). The placement of TGC-14 shares by closed subscription (private placement) will take place after the conversion of shares in OAO "TGC-14" in the course of reorganization.

The Board instructed RAO UES representatives at the shareholder meeting of OAO "TGC-14" to vote FOR the approval of the maximum number of shares that OAO "TGC-14" is authorized to issue in addition to the shares outstanding ("declared shares"). TGC-14 may additionally issue 780,000,000,000 ordinary shares, RUB0.001 par value each, worth a total of RUB780 million. Of these, 765,000,000,000 shares will be exchanged for shares in OAO "Buryatgeneratsiya" and OAO "Chita Generation Company" in the course of their merger with OAO "TGC-14".

The remaining 3,500,000,000 shares will be placed through closed subscription (private placement) to RAO "UES of Russia", which will make payment to OAO "TGC-14" for the shares with its stake in the assets of boiler plant No. 3 of the Ulan-Udenskaya CHPP-2. The shares will also be sold to the TGC-14 shareholders who have used their pre-emptive right to purchase additional shares in OAO "TGC-14". The shares will be offered to all shareholders at RUB0.0066 per ordinary share.

The Board of Directors approved the following ratios for the conversion of RGC shares into shares of OAO "TGC-14":

  • 0.0066/4.4287 of an ordinary share in OAO "Buryatgeneratsiya" of RUB9.55 par value is to be converted into one additional share of OAO "TGC-14" of RUB0.001 par value;
  • 0.0066/1.9603 of an ordinary share in OAO "Chita Generation Company" of RUB 0.3 par value is to be converted into one additional share of OAO "TGC-14" of RUB0.001 par value;
  • 0.0066/1.7349 of a Type A preferred share in OAO "Chita Generation Company " of RUB0.3 par value is to converted into one additional share of OAO "TGC-14" of RUB0.001 par value.

The conversion ratios were calculated by the investment bank, OAO "Metropol Investment and Financial Group", on the basis of the appraiser's report on the market value of shares of OAO "TGC-14", OAO "Buryatgeneratsiya", and OAO "Chita Generation Company", prepared by the independent appraisers, ZAO "Rossiyskaya Otsenka" ("Russian Appraisal"), and OOO "Expert Consulting Group".

OAO "TGC-14" was established on 7 December 2004. It was one of the first TGCs established by RAO "UES of Russia". The company started operations using lease arrangements on 1 February 2005. OAO "TGC-14" continues to operate using leased assets.

* * *

The Board of Directors approved the acquisition of a stake in OAO "TGC-7" (OAO "Volzhskaya TGC") by exchanging the shares held by RAO "UES of Russia" in OAO "Orenburg Heat Generation Company" for shares in OAO "Volzhskaya TGC". The Board determined the positions of RAO UES representatives for voting on the items of business to be discussed by the Boards of Directors of OAO "Samarskaya TGC" and OAO "Saratovskaya TGC" in connection with the proposed increase of the authorized capital of OAO "Volzhskaya TGC".

The Board of Directors instructed the Company's representatives to vote at the shareholder meeting of OAO "Volzhskaya TGC" FOR increasing the authorized capital of OAO "Volzhskaya TGC" through issuance of 2,689,925,865 additional shares, RUB1 par value each, which will be placed through closed subscription (private placement). The additional ordinary shares in OAO "Volzhskaya TGC" will be exchanged for 160,186,596 ordinary shares in OAO "Orenburg Heat Generation Company", RUB19.50 par value each.

Based on the valuation report prepared by an independent appraiser, OOO "Institute for Property Management and Expert Services", the Board of Directors of RAO "UES of Russia" determined the price of the shares in OAO "Orenburg Heat Generation Company" to be disposed of by RAO "UES of Russia" (RUB26.70 per share in OAO "Orenburg Heat Generation Company") and the price of Volzhskaya TGC shares to be acquired by RAO "UES of Russia" at RUB1.59 per share in OAO "Volzhskaya TGC".

* The Board of Directors of RAO "UES of Russia" approved the establishment of OAO "Volzhskaya TGC" by three cofounders, OAO "Samaraenergo", OAO "Saratovenergo", and OAO "Ulyanovskenergo", at its meeting held 3 September 2004. The regional energos made contributions to the authorized capital of OAO "Volzhskaya TGC' in form of their generating and heating grid assets. Later on, it was provided that additional shares would be issued by OAO "Volzhskaya TGC" in exchange for the shares held by RAO "UES of Russia" in OAO "Orenburg Heat Generation Company", a spin-off of OAO "Orenburgenergo".

 

 

 

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