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Unified Energy System

October 28, 2005

Additional share issue of OAO "WGC-3" registered with the FSFM of Russia

Moscow, 28 October 2005. On 27 October 2005, the Federal Service for Financial Markets of Russia (FSFM) registered the additional issue of ordinary shares of OAO "WGC-3"* to be placed through closed subscription (private placement).

According the share issue resolution, OAO "WGC-3" is to issue 14,144,629,100 additional ordinary shares, par value of RUB1 per share. The state registration number assigned to the issue is 1-01-50079-A-001D.

These additional shares will be exchanged for shares in AO-power plants owned by RAO "UES of Russia" (OAO "Yuzhnouralskaya TPP") and minority shareholders of the AO-power plants to be merged with and into OAO "WGC-3" (OAO "Kostromskaya TPP", OAO "Pechorskaya TPP", OAO "Cherepetskaya TPP", and OAO "Yuzhnouralskaya TPP").

At present, the authorized capital of OAO "WGC-3" is RUB16,629,846,629 and comprises 16,629,846,629 ordinary shares of RUB1 par value.

The resolution to increase the authorized capital of OAO "WGC-3" as part of the process to complete the formation of the Company's intended structure was taken on 2 September 2005 by the Board of Directors of RAO "UES of Russia", performing the functions of the EGM of OAO "WGC-3".


* 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.

By now, the first phase 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 final phase of the establishment of OAO "WGC-3", OAO "Yuzhnouralskaya TPP" 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 conversion (exchange) of shares in the subsidiaries (OAO "Kostromskaya TPP", OAO "Pechorskaya TPP", OAO "Cherepetskaya TPP") owned by minority shareholders of these AO-power plants, and shares in OAO "Yuzhnouralskaya TPP" held by RAO "UES of Russia", into (for) additional shares in OAO "WGC-3".

The Board of Directors approved the conversion (exchange) ratio. One additional ordinary share of OAO "WGC-3" of RUB1 par value may be exchanged for:

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

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

 - 0.290781 of an ordinary share in OAO "Pechorskaya TPP".

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

If such calculation results in a fractional number of shares, the number of shares is to be rounded [up or down] in accordance with the generally accepted rules. If, as a result of such rounding, a shareholder is not entitled to receive any shares, such shareholder will receive one ordinary share in OAO "WGC-3".

It is expected that the share exchange at OAO "WGC-3" will be completed at the end of Q4 2005, and the merger of the subsidiary power plants with and into OAO "WGC-3" at the end of Q1 2006.

 

 

 

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