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Unified Energy System

November 18, 2005

OAO "WGC-3" invites shareholders of its AO-Power plants to exchange their shares for shares in WGC-3

Moscow. 18 November 2005. As part of the consolidation process, OAO "WGC-3"* officially invited the shareholders of OAO "Kostromskaya TPP", OAO "Pechorskaya TPP", OAO "Cherepetskaya TPP", and OAO "Yuzhnouralskaya TPP" to exchange their shares in the AO-power plants for additional shares in OAO "WGC-3" by December 14, 2005.

According to the exchange ratios approved by the Board of Directors of RAO "UES of Russia", the following amounts of shares will be exchanged for one ordinary share in OAO "WGC-3":

 - 2.755713 ordinary shares in OAO "Yuzhnouralskaya TPP"; or

 - 2.755713 Type A preferred shares of OAO "Yuzhnouralskaya TPP";

 - 0.164781 of an ordinary share in OAO "Kostromskaya TPP"; or

 - 0.290781 of an ordinary share in OAO "Pechorskaya TPP"; or

 - 0.000252 of an ordinary share in OAO "Cherepetskaya TPP".

Only a whole number of the above shares may be contributed in exchange for at least one additional ordinary share in OAO "WGC-3".

If, as a result of calculation, a shareholder in the company the shares of which are accepted as payment for additional shares in OAO "WGC-3" is entitled to receive a fractional number of shares, the fractional part will not be taken into account when determining the number of shares in OAO "WGC-3" such shareholder is to receive, and only the whole number [of shares] will be taken into consideration.

The share exchange ratios are based on the market value of shares of OAO "WGC-3" and the AO-power plants determined by a consortium of appraisal firms comprising ZAO "Rossiyskaya Otsenka" ("Russian Appraisal") and OOO "Expert Consulting Group".

The fairness of the exchange ratios, from a financial viewpoint, towards RAO "UES of Russia" and minority shareholders of the AO-power plants was confirmed by a consortium of investment banks ZAO "United Financial Group" (UFG) and OOO "Deutsche Bank".

It is planned to complete the share exchange at OAO "WGC-3" in December 2005 and the merger of the subsidiary power plants with and into OAO "WGC-3" in late Q1 2006.

_______________________________________________________________________

* The decision to establish OAO "WGC-3" as a wholly-owned subsidiary of RAO "UES of Russia" was taken by the Board of Directors at the meeting held on 1 October 2004. The state registration of OAO "WGC-3" was effected on 23 November 2004 by Interdistrict Inspectorate No. 2 of the Ministry of Taxes and Levies of Russia for the Republic of Buryatia. The Director General of OAO "WGC-3" is Maxim Kuznetsov.

Pursuant to Order of the Government of the Russian Federation No. 1254-? of 1 September 2003, the following companies were included in OAO "WGC-3": OAO "Kostromskaya TPP", OAO "Pechorskaya TPP", OAO "Gusinoozerskaya TPP", OAO "Kharanorskaya TPP" OAO "Cherepetskaya TPP", and OAO "Yuzhnouralskaya TPP".

The authorized capital of OAO "WGC-3" is RUB16,629,846,629 and comprises 16,629,846,629 ordinary shares of RUB1 par value. On 27 October 2005, the Federal Service for Financial Markets of Russia (FSFM) registered the additional issue of ordinary shares of OAO "WGC-3" worth RUB14,144,629,100.

By now, the first stage of the process to establish OAO "WGC-3" has been completed by contributing the shares in OAO "Kostromskaya TPP", OAO "Pechorskaya TPP", OAO "Gusinoozerskaya TPP", OAO "Kharanorskaya TPP", and OAO "Cherepetskaya TPP" owned by RAO "UES of Russia" to the authorized capital of OAO "WGC-3".

At the second phase of establishment of OAO "WGC-3", OAO "Yuzhnouralskaya TPP", a power plant to be spun off from OAO "Chelyabenergo", will merge with and into OAO "WGC-3", and the latter's subsidiaries will be consolidated.

The consolidation will be effected through exchange of shares in the subsidiaries (OAO "Kostromskaya TPP", OAO "Pechorskaya TPP", OAO "Cherepetskaya TPP") owned by minority shareholders in these AO-power plants, and shares in OAO "Yuzhnouralskaya TPP" held by RAO "UES of Russia", for additional shares in OAO "WGC-3".

 

 

 

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