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Unified Energy System

December 8, 2006

RAO UES shareholders approve spin-off of WGC-5 and TGC-5 in the first phase of the Company's reorganization

Moscow, 8 December 2006. RAO "UES of Russia" has announced the results of its EGM held through absentee voting on 6 December 2006, which considered the matters relating to the Company's reorganization.

Pursuant to the resolutions approved by the Board of Directors of RAO "UES of Russia" on 28 July 2006, 22 September 2006, and 27 October 2006, the Company will be reorganized in two phases. During the first phase, which will take place in 2006-2007, two generation companies, WGC-5 and TGC-5, will be spun off from RAO "UES of Russia". These companies have been selected primarily because they have completed building their target corporate structure and are ready to start independent operation and implement challenging investment projects. For instance, WGC-5 floated 5.1 billion additional shares, which represents 14.4% of its authorized capital after the offering, raising $459 million needed for its development.

The peculiarity of the first phase of the Company's reorganization is that it will be carried out through spin-off of two "transitional" companies, OAO "WGC-5 Holding" and OAO "TGC-5 Holding" from the Parent Company. RAO "UES of Russia" will transfer its respective shares in OAO "WGC-5" and OAO "TGC-5" to these companies. Simultaneously with that spin-off, OAO "WGC-5 Holding" and OAO "TGC-5 Holding" will merge with and into OAO "WGC-5" and OAO "TGC-5", respectively, in accordance with the provisions of the Federal Law On Joint Stock Companies (as amended) governing the so-called "concurrent" reorganization. This means that the resolutions on these two proposals are to be taken simultaneously at the same EGM of RAO "UES of Russia", in order to ensure that RAO UES shareholders receive shares in WGC-5 and TGC-5 directly and within a shorter timeframe.

It is expected that WGC-5 and TGC-5 will be separated from RAO "UES of Russia" in Q3-Q4 2007.

The decision to hold an EGM by absentee vote on 6 December 2006 was taken by the Board of Directors of RAO "UES of Russia" on 22 September 2006. The EGM agenda included the following items of business:

1. Reorganization of OAO "RAO "UES of Russia" by spinning off OAO "WGC-5 Holding " and OAO "TGC-5 Holding".

2. Election of members of the Board of Directors of OAO "WGC-5 Holding";

3. Election of members of the Board of Directors of OAO "TGC-5 Holding";

4. Reorganization of OAO "WGC-5 Holding" through merger with and into OAO "WGC-5";

5. Reorganization of OAO "TGC-5 Holding" through merger with and into OAO "TGC-5";

6. Approval of amendments and additions to the Charter of RAO "UES of Russia";

7. Approval of a transaction or a series of related transactions involving the acquisition by RAO "UES of Russia" of additional shares in OAO "UES FGC", which constitute(s) an interested party transaction.

All shareholders of record as of 5 October 2006 took part in the EGM. Holders of the Company's Type A preferred shares were entitled to vote on items 1, 4, 5, and 6 on the Meeting agenda.

According to the EGM minutes, the shareholders taking part in the EGM had 37,962,388,591 votes, of which 36,722,093,651 were attached to ordinary shares and 1,240,294,940 to preferred shares.

The shareholders approved all proposals on the Meeting agenda, except for the proposal to amend the Charter of RAO "UES of Russia".

The shareholders approved the proposed spin-off of OAO "WGC-5 Holding" and OAO "TGC-5 Holding" from RAO "UES of Russia", elected the Board members of WGC-5 Holding and TGC-5 Holding, approved the merger of OAO "WGC-5 Holding" and OAO "TGC-5 Holding" with and into OAO "WGC-5" and OAO "TGC-5", respectively, and approved the interested party transaction (series of interested party transactions) involving the acquisition by RAO "UES of Russia" of additional shares in OAO "UES FGC".

As resolved by the shareholders, the new shares in OAO "WGC-5 Holding" and OAO "TGC-5 Holding" will be distributed among the shareholders in RAO "UES of Russia" in the following ratios:

- for each ordinary share in RAO "UES of Russia" held, shareholders will receive 0.41 of an ordinary share in OAO "WGC-5" and 13.59 ordinary shares in OAO "TGC-5";

- for each preferred share in RAO "UES of Russia" held, shareholders will receive 0.37 of an ordinary share in OAO "WGC-5" and 12.45 ordinary shares in OAO "TGC-5";

After the first phase of the reorganization, RAO UES shareholders will hold shares in RAO "UES of Russia", as before, and acquire shares in OAO "WGC-5" and OAO "TGC-5".

 

 

 

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